SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U5S
ANNUAL REPORT
For the year ended December 31, 2001
Filed pursuant to the Public Utility Holding Company Act of 1935 by
SCANA Corporation
1426 Main Street
Columbia, SC 29201
TABLE OF CONTENTS
Item Page
1 SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001 3
2 ACQUISITIONS OR SALES OF UTILITY ASSETS 4
3 ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 4
4 ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 4
5 INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 5
6 OFFICERS AND DIRECTORS
Part I 6
Part II 19
Part III 19
7 CONTRIBUTIONS AND PUBLIC RELATIONS 30
8 SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I 31
Part II 31
Part III 31
9 WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 31
10 FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS 32
EXHIBITS 32
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001
Name of Company
(and abbreviation # Common % Issuer Owner's
used herein) Shares Owned Voting Power Book Value Book Value
---------------------------------------------------------------------- --------------- --------------- ------------------
(Dollars in Millions)
SCANA Corporation (SCANA) Publicly owned
South Carolina Electric & Gas Company (SCE&G) 40,296,147 100 $1,856 $1,856
SCE&G Trust I (1) 61,856 100 2 2
SC Coaltech No. 1 LP (2) n/a 40 8 2
Coaltech No. 1 LP (2) (3) n/a 25 4 1
South Carolina Generating Company, Inc. (GENCO) 100 43 43
1
South Carolina Fuel Company, Inc. (SCFC) 100 - -
1
South Carolina Pipeline Corporation (SCPC) 100 111 111
1,000
C&T Pipeline, LLC *(2) 100 100 - -
SCANA Propane Gas, Inc. (SPG)* 1,000 100 - -
SCANA Propane Supply, Inc. * 10,000 100 - -
USA Cylinder Exchange, Inc. * 250,000 100 - -
SCANA Energy Marketing, Inc. (SEMI) 100 (25) (25)
1
PSNC Production Corporation 1,000 100 7 7
SCANA Public Service Company, LLC (2) 100 10 10
n/a
SCANA Energy Trading, LLC (2) n/a 70 - -
SCANA Petroleum Resources, Inc. (SPR) * 1,000 100 - -
SPR Gas Services, Inc. * 1,000 100 - -
SCANA Services, Inc. 1,000 100 5 5
SCANA Communications, Inc. (SCI) 100 276 276
1
SCANA Communications Holdings, Inc. (SCHI) (4) 1,000 100 255 255
FRC, LLC (2) n/a 50 15 7
Primesouth Inc. (PSI) 1,000 100 4 4
Palmark, Inc. 1,000 100 - -
SCANA Resources, Inc. (SR) (5) 100 (5) (5) 1
Solo Energy Corporation * (6) n/a 16.48 - -
ServiceCare, Inc. 1,000 100 (1) (1)
SCANA Propane Services, Inc. * 1,000 100 - -
SCANA Development Corporation (SDC) * 4 100 3 3
Cogen South LLC (2) n/a 50 25 12
Palmetto Lime, LLC (2) (7) n/a 49 (1) (8)
Public Service Company of North Carolina, Incorporated (PSNC) 1,000 100 715 715
Clean Energy Enterprises, Inc. 2,000 100 7 7
PSNC Blue Ridge Corporation 1,000 100 3 3
Pine Needle LNG Company, LLC (2) n/a 17 9 9
PSNC Cardinal Pipeline Company 1,000 100 5 5
Cardinal Pipeline Company, LLC (2) 33.21 59 20
n/a
SCG Pipeline, Inc. (8) 100 100 - -
*Denotes inactive company
(1) An investment in a Delaware statutory business trust of 61,856 common
securities, representing 100% of the common beneficial interests in the
assets of trust. The trust owns $50 aggregate principal amount of 7.55%
Series A Junior Subordinated Deferrable Interest Debentures issued by
SCE&G.
(2) Voting power indicates the membership interest (for an LLC) or limited
partnership interest (for an LP) owned by the Company.
(3) This limited partnership was organized March 7, 1997 under the jurisdiction
of Delaware for the production and sale of synthetic fuel. SCE&G became a
limited partner on November 16, 2001.
(4) SCHI's investment in equity securities of Powertel, Inc. was exchanged for
shares of Deutsche Telekom AG in May 2001. Deutsche Telekom AG is not a
subsidiary of SCANA.
(5) Articles of Dissolution for SR's subsidiary Company 19A were filed on July
24, 2001.
(6) This corporation was organized January 6, 1997 under the jurisdiction of
Delaware to provide long-term energy service contracts through the use of
micro turbines. On June 6, 2000 SCANA Resources, Inc. acquired 7,000,000
shares of Series B Preferred Stock. On November 1, 2001 Solo Energy
Corporation ceased active business operations and is in the process of
liquidating its assets.
(7) SCANA also had an investment in unsecured debt of Palmetto Lime, LLC having
an issuer's and owner's book value of $15. Effective February 28, 2002
SCANA sold its entire investment in Palmetto Lime.
(8) This Corporation was organized April 10, 2001 under the jurisdiction of
South Carolina to provide transportation of natural gas in Georgia and
South Carolina.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
Issued Pledged
Name of and Guaranteed Interest Transaction Commission
Issuer Title of Issue Sold Assumed Rate Date Proceeds Authorization
---------------- --------------------------------------- --- ----------------------- ------------- --------------- ----------------
SCE&G First Mortgage Bonds $150,000,000 - 6.70% 01/24/2001 $148,654,500 Rule 52
SCFC Commercial Paper Program $70,249,000 (1) - 4.26% 01/11/2001 $70,249,000 Rule 52
UBS Warburg Swap (2) - 4.68% 05/15/2001 (2) Rule 52
UBS Warburg Swap (3) - (3) 08/03/2001 (3) Rule 52
Bank of America Swap (4) - (4) 12/19/2001 (4) Rule 52
Bank of America Swap (4) - (4) 12/19/2001 (4) Rule 52
SCE&G Guarantee (5) - (5) (5) (5) Rule 52
(1) The commercial paper program credit agreement is for $125,000,000. The
maximum amount outstanding during 2001 was $70,249,000 beginning January
11, 2001. The average daily interest rate during 2001 was 4.26%. Commitment
fees for the program were approximately $100,000 in 2001. The commercial
paper is collateralized by fossil fuel inventories, nuclear fuel
inventories and sulfur dioxide emission allowances.
(2) On May 15, 201 SCANA entered into an interest rate swap agreement to pay
variable rate and receive fixed rate interest payments. The variable rate
on the swap was 4.68%. SCANA received a premium of $6,519,542 when the swap
was cancelled on August 2, 2001.
(3) On August 3, 2001 SCANA entered into an interest rate swap agreement to pay
variable rate and receive fixed rate interest payments. The variable rate
on the swap is three-month LIBOR in arrears plus 75.5 basis points (based
on the November 15, 2001 reset date).
(4) On December 19, 2001 PSNC entered into two interest rate swap agreements to
pay variable rate and receive fixed rate interest payments. The variable
rate on the first swap is three-month LIBOR in arrears plus 592 basis
points, or 7.83% (based on the March 1, 2002 reset date). The variable rate
on the second swap is three-month LIBOR in arrears plus 319 basis points,
or 5.09% (based on the estimate on the December 30, 2001 trade date).
(5) SCE&G guarantees SCFC's commercial paper program described in note (1).
The registrant and two of its subsidiaries (SCE&G and SCPC) are self-insured for
the first $500,000 for worker's compensation coverage guaranteed through a
letter of credit (in lieu of a bond). PSNC is self-insured for the first
$200,000 for worker's compensation coverage guaranteed by a surety bond.
The above do not include guarantees of system companies which have been
authorized by Commission order under the Public Utility Holding Company Act of
1935, as amended, and which are subject to Rule 24 certificate filing
requirements.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Extinguished Commission
(E)
or Held for Authorization
Name of Number of Shares or Principal Amount Further or
Issuer Title of Issue Acquired Redeemed Retired Consideration Disposition (D) Exemption
---------------------------------------- ---------- ----------- -------------- ------------- ---------------- ---------------
SCE&G Pollution Control Facilities - - E Rule 42
Revenue Bonds $145,000 $145,000
SCE&G Franchise Agreement - - $3,571,428 E Rule 42
$3,571,428
SCE&G Department of Energy D&D Fund - - E Rule 42
$420,382 $420,382
PSNC Senior Debenture (unsecured) - - $4,300,000 E Rule 42
$4,300,000
SCANA Unsecured Notes - - $300,000,000 $300,000,000 E Rule 42
SCPC Notes (unsecured) - - E Rule 42
$1,250,000 $1,250,000
GENCO Notes (unsecured) - - $7,400,000 E Rule 42
$7,400,000
UBS
Warburg Swap - (1) - - E Rule 42
SCE&G Preferred Stock - 10,803 - $560,000 E Rule 42
(1) On August 2, 2001 SCANA cancelled the interest rate swap described in Item
3, note (2) above. SCANA received a premium of $6,519,542 when this swap was
cancelled.
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
Category 1
Aggregate
Investor Number of Investments Investment Description
---------- ----------------------------------- -----------------------------
------------------- ------------------ ---------------------------------------
SCANA 2 $387,867 Provides loan capital to promote
business and industry in South
Carolina
SR 1 $150,000 Provides loan capital to promote
business and industry in South
Carolina
SCE&G 1 $60,000 Provides loan capital to promote
business and industry in South
Carolina
Category 2
%Voting Book
Investor Issuer Investment Shares Power Value Description
---------- -------------------- ---------------------------------- ----------- --------- ------------ -----------------------------
---------- -------------------- ---------------------------------- ----------- --------- ------------ -----------------------------
SCHI ITC Holding Company, Inc. Common Shares 3,098,464 8.3% $5,764,411 Owns interests in
telecommunications
companies -
Section 34 exempt
SCHI ITC Holding Company, Inc. Series A Convertible Preferred 645,153 - $7,222,279
SCHI ITC Holding Company, Inc. Series B Convertible Preferred 133,664 - $4,036,489
SCHI ITC^DeltaCom, Inc. Common Shares 5,112,127 8.2% $4,447,552 Telecommunications -
Section 34 exempt
SCHI ITC^ DeltaCom, Inc. Series A Convertible Preferred 1,480,771 - $2,576,542
SCHI Knology, Inc. Series A Preferred 7,234,271 - $5,038,086 Telecommunications -
Section
SCHI Knology, Inc. Series C Preferred 8,333,333 - $25,030,146 34 exempt
SCHI Knology Broadband, Inc. Senior Discount Note, 11.875% - - $64,947,003
SCHI Knology, Inc. Warrants to purchase Series A 159,180 - -
Preferred
SCHI Deutsche Telekom AG Ordinary shares 39,310,765 1.3% 798,008,530 Telecommunications -
Section 34 exempt
SCANA ITCD^DeltaCom, Inc. Series B-1 Convertible Preferred 5,113 - $763,158 Telecommunications -
Section
SCANA ITCD^DeltaCom, Inc. Series B-2 Convertible Preferred 6,667 - $2,265,738 34 exempt
SCANA ITCD^DeltaCom, Inc. Warrants to purchase Common Stock 1,000,000 - $834,482
PSI West Texas Renewables
Limited Partnership Limited Partnership n/a - $7,536,027 Electric generation
ITEM 6. OFFICERS AND DIRECTORS
Part I.
OFFICERS
The symbols used to indicate the positions held by officers are shown in the
position symbol key as follows:
Assistant Controller AC General Counsel GC
Assistant Secretary AS General Manager GM
Assistant Treasurer AT General Partner GP
Controller C Limited Partner LP
Corporate Compliance Officer CCO Member M
Chief Executive Officer CEO Officer O
Chief Financial Officer CFO President P
Chairman CH Secretary S
Chief Operating Officer COO Senior Vice President SVP
Deputy General Counsel DGC Treasurer T
Executive E Vice Chairman VCH
Executive Vice President EVP Vice President VP
SCANA CORPORATION, 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, P, CEO Mark R. Cannon C
H. Thomas Arthur GC, SVP, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh CFO, SVP Lynn M. Williams S
Sarena D. Burch DGC, AS
SCANA SERVICES, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO, P, COO Mark R. Cannon C
Kevin B. Marsh SVP, CFO James L. Caughran VP
H. Thomas Arthur SVP, GC, AS J. Patrick Hudson O
George J. Bullwinkel E Cathy Y. Kirven T
Duane C. Harris SVP Charles B. McFadden VP
Neville O. Lorick E James E. Swan, IV AC
Ann M. Milligan E Lynn M. Williams S
Jimmy E. Addison VP
Sarena D. Burch DGC, AS
105 New Way Road, Columbia, South Carolina 29223
Asbury H. Gibbes E George Fasano SVP
V. C. Summer Nuclear Station, P. O. Box 88, Jenkinsville, South Carolina 29065
Stephen A. Byrne SVP
SOUTH CAROLINA ELECTRIC & GAS COMPANY, 1426 Main Street, Columbia, South
Carolina 29201
William B. Timmerman CH, CEO D. Russell Harris VP
H. Thomas Arthur SVP, GC, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Neville O. Lorick P, COO W. Keller Kissam VP
Kevin B. Marsh SVP, CFO James M. Landreth VP
Sarena D. Burch DGC, AS Carlette L. Walker AC
Mark R. Cannon C Lynn M. Williams S
Samuel L. Dozier VP
V. C. Summer Nuclear Station, P. O. Box 88, Jenkinsville, South Carolina 29065
Stephen A. Byrne SVP
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
d/b/a PSNC ENERGY, 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon C
Kevin B. Marsh P, COO James P. Hudson CCO
H. Thomas Arthur SVP, GC, AS Cathy Y. Kirven T
Sarena D. Burch DGC, AS Lynn M. Williams S
Duane C. Harris SVP
800 Gaston Road, Building A, Gastonia, North Carolina 28056
Jerry W. Richardson VP Robert D. Voigt VP
SOUTH CAROLINA GENERATING COMPANY, INC., 1426 Main Street, Columbia, South
Carolina 29201
William B. Timmerman CH, CEO Sarena D. Burch DGC, AS
H. Thomas Arthur SVP, GC, AS Mark R. Cannon C
Duane C. Harris SVP James P. Hudson CCO
Neville O. Lorick P, COO Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO Lynn M. Williams S
SOUTH CAROLINA FUEL COMPANY, INC., 142Street, Columbia, South
Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon C
H. Thomas Arthur SVP, GC, AS Sarena D. Burch DGC, AS
Duane C. Harris SVP James P. Hudson CCO
Neville O. Lorick P, COO Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO Lynn M. Williams S
SCANA COMMUNICATIONS, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Sarena D. Burch DGC
H. Thomas Arthur SVP, GC, AS Mark R. Cannon C
George J. Bullwinkel P, COO James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO Lynn M. Williams S
40 Knox Abbott Drive, Suite 240, Cayce, South Carolina 29033
Steve Blackwell VP
SCANA COMMUNICATIONS HOLDINGS, INC., 300 Delaware Avenue, Suite 510,
Wilmington, Delaware 19801
P. J. Winnington AT, AS
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon C
Kevin B. Marsh SVP, CFO Lynn M. Williams S
SERVICECARE, INC., 246 Stoneridge Drive, Suite 300, Columbia, South
Carolina 29210
Steven Burns VP, COO
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Lynn M. Williams S
Ann M. Milligan P Cathy Y. Kirven T
H. Thomas Arthur SVP, GC, AS Mark R. Cannon C
Kevin B. Marsh SVP, CFO Sarena D. Burch DGC
PRIMESOUTH, INC., 111 Research Drive, Columbia, South Carolina 29221
Maurice Dean Bain VP
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Sarena D. Burch DGC, AS
H. Thomas Arthur Mark R. Cannon C
Duane C. Harris SVP James P. Hudson CCO
Neville O. Lorick P, COO Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO Lynn M. Williams S
SCANA RESOURCES, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon C
H. Thomas Arthur SVP, GC, AS James P. Hudson CCO
Kevin B. Marsh SVP, CFO Cathy Y. Kirven T
Ann M. Milligan P, COO Lynn M. Williams S
Sarena D. Burch DGC, AS
SOUTH CAROLINA PIPELINE CORPORATION, 105 New Way Road, Columbia, South
Carolina 29223
Asbury H. Gibbes P, COO Samuel L. Dozier VP
George Fasano, Jr. SVP, T E. H. Kleckley, Jr. VP
Paul Fant EVP Janet King AS
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Sarena D. Burch DGC, AS
H. Thomas Arthur SVP, GC, AS Mark R. Cannon C
Duane C. Harris SVP Lynn M. Williams S
Kevin B. Marsh SVP, CFO
SCANA ENERGY MARKETING, INC., 110 Gateway Corporate Blvd., Suite 200,
Columbia, South Carolina 29203
Robert G. Edwards VP Judith H. Evans AC
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Sarena D. Burch DGC, AS
H. Thomas Arthur SVP, GC, AS Mark R. Cannon C
Duane C. Harris SVP James P. Hudson CCO
Kevin B. Marsh P, COO Cathy Y. Kirven T
Ann M. Milligan SVP Lynn M. Williams S
105 New Way Road, Columbia, South Carolina 29223
Samuel L. Dozier VP
SCANA ENERGY MARKETING, INC. d/b/a SCANA ENERGY, Tower Place, Suite 750,
3340 Peachtree Road, Atlanta, Georgia 30326
George T. Devlin VP, GM
1426 Main Street, Columbia, South Carolina 29201
Ann M. Milligan SVP
SCANA DEVELOPMENT, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC Asbury H. Gibbes P
SCANA PETROLEUM RESOURCES, INC., 1426 Main Street, Columbia, South Carolina
29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC
SCANA PROPANE GAS, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC
SCANA PROPANE STORAGE, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC
SCANA PROPANE SUPPLY, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC
USA CYLINDER EXCHANGE, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC
C & T PIPELINE, LLC, 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC
FRC, LLC, 1426 Main Street, Columbia, South Carolina 29201
George J. Bullwinkel, Jr. CH
454 S. Anderson Road, Suite 303, Rock Hill, South Carolina 29730
John Barnes VCH Larry Vincent VP
Terry Metze S
PALMARK, INC., 11 Research Drive, Columbia, South Carolina 29221
Maurice Dean Bain VP
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Sarena D. Burch DGC, AS
H. Thomas Arthur SVP, GC, AS Mark R. Cannon C
Duane C. Harris SVP James P. Hudson CCO
Neville O. Lorick P, COO Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO Lynn M. Williams S
SC COALTECH NO. 1, LP, 823 McCalls Mill Road, Lexington, Kentucky 40515
COALTECH, LLC GP
Two Pierce Place, Itasca, Illinois 60143
USA Coal LP LP
1426 Main Street, Columbia, South Carolina 29201
South Carolina Electric & Gas Company LP
COALTECH NO. 1, LP, 5487 North Milwaukee Avenue, Chicago, Illinois 60630
US Coal, LLC GP
1415 Roselle Road, Palatine, Illinois 60067
Square D Company LP
Two Pierce Place, Itasca, Illinois 60143
AJG Financial Services LP
1426 Main Street, Columbia, South Carolina 29201
South Carolina Electric & Gas Company LP
COGEN SOUTH, LLC, 1426 Main Street, Columbia, South Carolina 29201
SCANA Corporation M
Post Office Box 118005, Charleston, South Carolina 29423-8005
Westvaco Corporation M
PALMETTO LIME, LLC, 1426 Main Street, Columbia, South Carolina 29201
SCANA Corporation M
Post Office Box 985004, Fort Worth, Texas 76185-5004
Chemical Lime M
SCANA ENERGY TRADING, LLC, 105 New Way Road, Columbia, South Carolina 29223
Asbury H. Gibbes CH George Fasano T
531 Encinitas Boulevard, Suite 200, Encinitas, California 92024
Regard Yakou VCH
1426 Main Street, Columbia, South Carolina 29201
Lynn M. Williams S
110 Gateway Corporation Boulevard, Suite 200, Columbia, South Carolina 29203
Robert G. Edwards P
SOLO ENERGY CORPORATION, 2701 Monarch Street, #206, Alameda, California 94501
As of December 31, 2001 Solo Energy Corporation had ceased active business
operations and is in the process of liquidating its assets. All officers and
directors of the Company had resigned.
PINE NEEDLE LNG COMPANY, LLC, 2800 Post Oak Boulevard, Post Office Box 1396,
Houston, Texas 77251-1396
Frank Ferazzi CH Russell Rush S
CARDINAL PIPELINE COMPANY, LLC, 1915 Rexford Road, Post Office Box 33068,
Charlotte, North Carolina 28233
Thomas E. Skains M
800 Gaston Road, Building A, Gastonia, North Carolina 28056
Bill Williams M
411 Fayetteville Street Mall - PEB18C5, Post Office Box 1551, Raleigh,
North Carolina 27602
Terry Davis M
Post Office Box 1396, Houston, Texas 77251-1396
Frank Ferazzi M
PSNC CARDINAL PIPELINE COMPANY, 800 Gaston Road, Building A, Gastonia,
North Carolina 28056
Kevin B. Marsh P
CLEAN ENERGY ENTERPRISES, INC., 800 Gaston Road, Building A, Gastonia,
North Carolina 28056
Kevin B. Marsh P
PSNC BLUE RIDGE CORPORATION, 800 Gaston Road, Building A, Gastonia, North
Carolina 28056
Kevin B. Marsh P
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO
H. Thomas Arthur SVP, GC, AS Mark R. Cannon C
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh P, COO, CFO James P. Hudson CCO
Sarena D. Burch DGC, AS Lynn M. Williams S
SCANA PUBLIC SERVICE COMPANY, LLC, 800 Gaston Road, Building A, Gastonia,
North Carolina 28056
Joey O. Caskey S Sharon D. Boone T
Robert G. Edwards VP
SCG PIPELINE, INC., 105 New Way Road, Columbia, South Carolina 29223
Asbury H. Gibbes P, COO Samuel R. Dozier VP
1426 Main Street, Columbia, South Carolina 2920
William B. Timmerman CH, CEO Sarena D. Burch DGC, AS
H. Thomas Arthur SVP, GC, AS Mark R. Cannon C
Duane C. Harris SVP James P. Hudson CCO
Neville O. Lorick P Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO Lynn M. Williams S
DIRECTORS
SCANA CORPORATION
Bill L. Amick W. Hayne Hipp
Amick Farms, Inc. The Liberty Corporation
Route 3, HWY 178 2000 Wade Hampton Blvd.
PO Box 2309 P. O. Box 789
Batesburg-Leesville, SC 29070-0309 Greenville, SC 29602
James A. Bennett Lynne M. Miller
S. C. Community Bank Environmental Strategies Corporation
1545 Sumter Street 11911 Freedom Drive, Suite 900
P. O. Box 425 Reston, VA 20190
Columbia, SC 29202
Maceo K. Sloan
William B. Bookhart, Jr. Sloan Financial Group, Inc.
PO Box 140 103 West Main Street, Suite 400
Elloree, SC 29047 Durham, NC 27701-3638
William C. Burkhardt Harold C. Stowe
2101 Landings Way Canal Industries, Inc.
Raleigh, NC 27615 P. O. Box 260001
Conway, SC 29528
Hugh M. Chapman
NationsBank South William B. Timmerman
GA1-006-55-02 Chairman, President and
PO Box 4899 Chief Executive Officer
Atlanta, GA 30302-4899 SCANA Corporation 19-8
Columbia, SC 29218
Elaine T. Freeman
ETV Endowment of SC G. Smedes York
401 East Kennedy St., Suite B-1 York Properties, Inc.
Spartanburg, SC 29302 1900 Cameron Street
P. O. Box 10007
Lawrence M. Gressette, Jr. Raleigh, NC 27605
SCANA Corporation I-25
Columbia, SC 29218
D. Maybank Hagood
William M. Bird and Co., Inc.
4210 Azalea Drive
P. O. Box 20040
Charleston, SC 29413
SCANA SERVICES, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SOUTH CAROLINA ELECTRIC & GAS COMPANY (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SOUTH CAROLINA GENERATING COMPANY, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SOUTH CAROLINA FUEL COMPANY, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCANA COMMUNICATIONS, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCANA COMMUNICATIONS HOLDING, INC.
P. J. Winnington Lawrence M. Gressette, Jr. (1)
300 Delaware Avenue, Suite 510 William B. Timmerman(1)
Wilmington, Delaware 19801
SERVICECARE, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
PRIMESOUTH INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCANA RESOURCES, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SOUTH CAROLINA PIPELINE CORPORATION (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCANA ENERGY MARKETING, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCANA DEVELOPMENT, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCANA PETROLEUM RESOURCES, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCANA PROPANE GAS, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCANA PROPANE STORAGE, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCANA PROPANE SUPPLY, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
USA CYLINDER EXCHANGE, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
C&T PIPELINE, LLC (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
FRC, LLC (2)
George J. Bullwinkel, Jr.
John Barnes
Terry Metze
Larry Vincent
PALMARK, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SC COALTECH NO. 1, LP
William D. Brown (3)
COGEN SOUTH, LLC (4)
Neville O. Lorick
John D. Andrews
PALMETTO LIME, LLC (5)
Neville O. Lorick
Kevin B. Marsh
Dave Reilly
Jim Ehle
SCANA ENERGY TRADING, LLC (6)
Asbury H. Gibbes
Regard Yakou
Robert G. Edwards
George Fasano
Fred Jager
SOLO ENERGY CORPORATION
As of December 31, 2001 Solo Energy Corporation had ceased active business
operations and is in the process of liquidating its assets. All officers and
directors of the Company had resigned.
PINE NEEDLE LNG COMPANY, LLC
Arthur Corbin Frank Ferazzi
104 Town Park Drive 2800 Post Oak Boulevard
Kennesaw, GA 30144 Post Office Box 1396
Houston, Texas 77251-1396
Terry Davis
411 Fayetteville Street Mall - PEB18C5 Donald Lutken
Post Office Box 1551 One Allen Center
Raleigh, North Carolina 27602 500 Dallas Street
Houston, Texas 77002
Russell Rush Thomas E. Skains
2800 Post Oak Boulevard 1915 Rexford Road
Houston, Texas 77251-1396 Post Office Box 33068
Charlotte, North Carolina 28233
Bill Williams
800 Gaston Road, Building A
Gastonia, North Carolina 28056
CARDINAL PIPELINE COMPANY, LLC
Terry Davis Frank Ferazzi
411 Fayetteville Street Mall - PEB18C5 Post Office Box 1396
Post Office Box 1551 Houston, Texas 77251-1396
Raleigh, North Carolina 29602
Thomas E. Skains Bill Williams
1915 Rexford Road 800 Gaston Road, Building A
Post Office Box 33068 Gastonia, North Carolina 28056
Charlotte, North Carolina 28233
CLEAN ENERGY ENTERPRISES, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
PSNC BLUE RIDGE CORPORATION (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
PSNC PRODUCTION CORPORATION (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
PSNC CARDINAL PIPELINE COMPANY (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCANA PUBLIC SERVICE COMPANY, LLC (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
SCG PIPELINE, INC. (1)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
(1) Business addresses are the same as for SCANA Corporation.
(2) The business address for all members, except Mr. Bullwinkel, is 454 S.
Anderson Road, Suite 303, Rock Hill, South Carolina 29730. Mr. Bullwinkel's
business address is 1426 Main Street, Columbia, South Carolina 29201.
(3) Mr. Brown is the managing member of the general partner. His business
address is 823 McCalls Mill Road, Lexington, Kentucky 40505.
(4) Mr. Lorick's business address is 1426 Main Street, Columbia, South Carolina
29201. Mr. Andrews' business address is Post Office Box 118005, Charleston,
South Carolina 29423-8005.
(5) Messrs. Lorick and Marsh's business address is 1426 Main Street, Columbia,
South Carolina 29201. Messrs. Reilly and Ehle's business address is Post
Office Box 985004, Fort Worth, Texas 76185-5004
(6) Messrs. Gibbes and Fasano's business address is 105 New Way Road, Columbia,
South Carolina 29223; Messrs. Yakou and Jager's business address is 531
Encinitas Boulevard, Suite 200, Encinitas, California 92024; and Mr.
Edwards' business address is 110 Gateway Corporation Boulevard, Suite 200,
Columbia, South Carolina 29203.
Part II.
Name of Officer Name and Location of Position Held in
or Director Financial Institution Financial Institution Applicable Exemption Rule
-------------------------------------------------------- ---------------------------------------------------------
-------------------------------------------------------- ---------------------------------------------------------
James A. Bennett South Carolina Community Bank President, Chief Executive Pending no action letter
Officer
William C. Burkhardt Capital Bank Director 70(a)
Elaine T. Freeman National Bank of South Carolina Director 70(a)
Lynn M. Miller Adams National Bank Director 70(b)
Maceo K. Sloan M&F Bancorp Director 70(a)
Mechanics and Farmers Bank Director 70(a)
Part III
(a) The compensation of directors and executive officers of system companies:
Director Compensation
Board Fees
Officers of SCANA who are also directors do not receive additional
compensation for their service as directors. Since July 1, 2000, compensation
for non-employee directors has included the following:
|X| an annual retainer of $30,000 (60% of the annual retainer fee is paid in
shares of SCANA Common Stock); |X| $3,500 for each board meeting attended; |X|
$3,000 for attendance at a committee meeting held on a day other than a regular
meeting of the Board; |X| $250 for participation in a telephone conference
meeting; |X| $2,000 for attendance at an all-day conference; and |X|
reimbursement for expenses incurred in connection with all of the above.
Director Compensation and Deferral Plans
Since January 1, 2001, non-employee director compensation deferrals
have been governed by the SCANA Corporation Director Compensation and Deferral
Plan. Amounts deferred by directors in previous years under the SCANA Voluntary
Deferral Plan continue to be governed by that plan.
Under the new plan, a director may elect to defer the 60% of the annual
retainer fee required to be paid in SCANA Common Stock, in a hypothetical
investment in SCANA Common Stock, with distribution from the plan to be
ultimately payable in actual shares of SCANA Common Stock. A director may also
elect to defer the 40% of the annual retainer fee not required to be paid in
shares of SCANA Common Stock and up to 100% of meeting attendance and conference
fees with distribution from the plan to be ultimately payable in either SCANA
Common Stock or cash. Amounts payable in SCANA Common Stock accrue earnings
during the deferral period at SCANA's dividend rate, which amount may be elected
to be paid in cash when accrued or retained to invest in hypothetical shares of
SCANA Common Stock. Amounts payable in cash accrue interest earnings until paid.
During 2001, Messrs. Amick, Bennett, Burkhardt, Hipp, Sloan, Stowe and
York and Ms. Miller elected to defer 100% of their compensation and earnings
under the Director Compensation and Deferral Plan so as to acquire hypothetical
shares of SCANA Common Stock. In addition, Mr. Hagood elected to defer 60% of
his annual retainer and earnings under the plan to acquire hypothetical shares
of SCANA Common Stock.
Endowment Plan
Upon election to a second term, a director becomes eligible to
participate in the SCANA Director Endowment Plan, which provides for SCANA to
make a tax deductible, charitable contribution totaling $500,000 to institutions
of higher education designated by the director. The plan is intended to
reinforce SCANA's commitment to quality higher education and to enhance its
ability to attract and retain qualified board members. A portion is contributed
upon retirement of the director and the remainder upon the director's death. The
plan is funded in part through insurance on the lives of the directors.
Designated in-state institutions of higher education must be approved by the
Chief Executive Officer of SCANA. Any out-of-state designation must be approved
by the Management Development and Corporate Performance Committee. The
designated institutions are reviewed on an annual basis by the Chief Executive
Officer to assure compliance with the intent of the program.
Other
As a Company retiree, Mr. Gressette receives monthly retirement
benefits of $39,571.
Executive Compensation
Summary Compensation Table
Annual Compensation Long-Term Compensation Awards
Securities
Underlying
Executive Officer of Other Annual Option LTIP All Other
System Company Name and Principal Position Year Salary Compensation(2) SARS Payouts(3) Compensation(4)
---- ------ -------- --------------- ---- ---------- ------------
($) ($) ($) (#) ($) ($)
All System W. B. Timmerman 2001 17,611 129,781 - 60,884
660,238(5) -
Companies Chairman, President and Chief 2000 524,261 354,486 17,888 35,620 - 50,230
Executive Officer 1999 490,313 312,900 17,212 - 298,813 29,419
SCANA & PSNC C. E. Zeigler, Jr. 2001 293,671 10,172 36,711 - ,714,718
-
Former President and Chief Operating 2000 320,078 146,246 11,144 14,306 - 9,347
Officer - PSNC
SCANA & SCPC A. H. Gibbes 2001 323,846 18,757 25,941 - 34,605
-
President, Chief Operating 2000 311,542 150,720 18,709 11,627 - 25,736
Officer-SCPC
1999 300,161 117,387 27,884 - 116,485 18,010
All System K. B. Marsh 2001 334,234 10,554 36,711 - 29,097
-
Companies President and Chief Operating Officer 2000 276,172 150,720 10,613 11,627 - 24,254
-
PSNC 1999 241,354 128,058 10,337 - 81,555 14,481
Senior Vice President and Chief
Financial Officer
SCANA & SCE&G N. O. Lorick 2001 385,252 18,701 36,711 - 30,611
-
President and Chief Operating Officer- 2000 167,778 7,313 2,332 - 12,728
124,921
SCE&G 1999 157,417 44,356 7,313 - 38,754 9,445
SCANA A. M. Milligan 2001 281,077 - 12,613 25,941 - 24,093
President and Chief Operating Officer 2000 238,543 120,480 12,700 8,796 - 20,454
-
SCANA Resources, Inc. ; Senior Vice 1999 206,355 102,354 12,329 - - 63,823
President - Marketing - SCANA
Services, Inc.
All System H. T. Arthur 2001 270,963 16,119 19,142 - 23,487
-
Companies Senior Vice President and 2000 234,812 120,480 16,119 8,796 - 19,718
General Counsel 1999 219,806 93,825 15,939 - 65,843 13,188
SCANA & SCE&G S. A. Byrne 2001 244,232 9,465 19,142 - 22,064
-
Senior Vice President Nuclear 2000 183,555 123,492 8,310 8,796 - 12,962
Operations - SCE&G 1999 137,321 32,483 3,600 - - 8,239
(1) Payments under the Annual Incentive Plan.
(2) For 2001, other annual compensation consists of automobile allowance, life
insurance premiums on policies owned by executive officers and payments to
cover taxes on benefits of $9,000, $7,435 and $1,176 for Mr. Timmerman;
$10,250, $7,959 and $492 for Mr. Lorick; $9,000, $9,158 and $599 for Mr.
Gibbes; $9,000, $1,183 and $371 for Mr. Marsh; $9,000, $3,319 and $294 for
Ms. Milligan; $9,000, $6,830 and $289 for Mr. Arthur; and $9,000, $180 and
$285 for Mr. Byrne and $8,430, $1,742 and $0 for Mr. Zeigler.
(3) Payments under the Long-Term Equity Compensation Plan.
(4) All other compensation for all executive officers except Mr. Zeigler
consists solely of Company matching contributions to defined contribution
plans. All other compensation for Mr. Zeigler consists of Company matching
contributions to defined contribution plans of $24,455 and severance
payments of $1,690,263.
(5) Reflects actual salary paid in 2001. Base salary of $676,300, as referenced
on page 29, became effective on February 3, 2001.
Options Grants and Related Information
Option/SAR Grants in Last Fiscal Year
Potential Realizable
Value at
Assumed Annual Rates
of Stock Price
Appreciation
Individual Grants for Option Term
-------------------------------------------------------------------
--------------------------------------------------------------------------------- -----------
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options/
Underlying SARs
Options/ Granted to Exercise or
SARs Employees in Base Price Expiration
Name Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
--------------------------------------------------------------------------------- -----------
W. B. Timmerman 129,781 18.12 27.45 02/22/11 2,240,021 5,677,919
A. H. Gibbes 25,941 3.62 27.45 02/22/11 447,742 1,134,919
K. B. Marsh 36,711 5.12 27.45 02/22/11 633,632 1,606,106
N. O. Lorick 36,711 5.12 27.45 02/22/11 633,632 1,606,106
H. T. Arthur 19,142 2.67 27.45 02/22/11 330,451 837,429
S. A. Byrne 19,142 2.67 27.45 02/22/11 330,451 837,429
A. M. Milligan 25,941 3.62 27.45 02/22/11 447,742 1,134,919
C. E. Zeigler, Jr. 36,711 5.12 27.45 12/28/01 - -
All the above options (except Mr. Zeigler's) vest 33 1/3 percent on each of the
first, second and third anniversaries of the date of the grant, February 22,
2001.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
(a) (d) (e)
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money Options/
Option/SARs SARs at
At FY-End (#) FY-End ($) (1)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
----------------------------------------------- --------------------------------
W. B. Timmerman 11,873/153,528 27,664/104,648
C. E. Zeigler, Jr. 0/0 0/0
A. H. Gibbes 3,875/33,693 9,029/27,920
K. B. Marsh 3,875/44,463 9,029/32,012
N. O. Lorick 777/38,266 1,810/17,573
A. M. Milligan 2,932/31,805 6,832/23,521
H. T. Arthur 2,932/25,006 6,832/20,937
S. A. Byrne 2,932/25,006 6,832/20,937
(1)Based on the closing price of $27.83 per share on December 31, 2001, the
last trading day of the fiscal year.
Long-Term Incentive Plan Awards
The following table lists the performance share awards made in 2001 (for
potential payment in 2004) under the Long-Term Equity Compensation Plan and
estimated future payouts under that plan at threshold, target and maximum levels
for each of the executive officers included in the Summary Compensation Table.
LONG-TERM INCENTIVE PLANS
AWARDS IN LAST FISCAL YEAR
Number of Performance Estimated Future Payouts Under
Shares, or Other Non-Stock Price-Based Plans
-------------------------------
Units or Period Until
Other Maturation Threshold Target Maximum
Name Rights (#) or Payout (#) (#) (#)
--------------------------------------------------------------------------------
W. B. Timmerman 20,132 2001-2003 8,053 20,132 30,198
N. O. Lorick 5,695 2001-2003 2,278 5,695 8,543
K. B. Marsh 5,695 2001-2003 2,278 5,695 8,543
A. H. Gibbes 4,024 2001-2003 1,610 4,024 6,036
A. M. Milligan 4,024 2001-2003 1,610 4,024 6,036
H. T. Arthur 2,969 2001-2003 1,188 2,969 4,454
S. A. Byrne 2,969 2001-2003 1,188 2,969 4,454
C. E. Zeigler, Jr. 5,695 2001-2003 0 0 0
Payouts occur when SCANA's Total Shareholder Return for the three year
period is in the top two-thirds of the Long-Term Equity Compensation Plan peer
group, and will vary based on SCANA's ranking against the peer group. Executives
earn threshold payouts at the 33rd percentile of three-year performance. Target
payouts will be made at the 50th percentile of three-year performance. Maximum
payouts will be made when performance is at or above the 75th percentile of the
peer group. Payments will be made on a sliding scale for performance between
threshold and target and target and maximum. No payouts will be earned if
performance is at less than the 33rd percentile. Awards are designated as target
shares of SCANA Common Stock and may be paid in stock or cash or a combination
of stock and cash.
Defined Benefit Plans
SCANA has a tax qualified defined benefit retirement plan. The plan has
a mandatory cash balance benefit formula (the "Cash Balance Formula") for
employees hired on or after January 1, 2000. Effective July 1, 2000, SCANA
employees hired prior to January 1, 2000 were given the choice of remaining
under the Retirement Plan's final average pay benefit formula or switching to
the cash balance benefit option. All the executive officers named in the Summary
Compensation Table elected to participate under the cash balance option of the
plan.
The Cash Balance Formula benefit is expressed in the form of a
hypothetical account balance. Employees electing to participate under the cash
balance option had an opening account balance established for them. The opening
account balance was equal to the present value of the participant's June 30,
2000 accrued benefit under the final average pay formula. Participants who had
20 years of vesting service or who had 10 years of vesting service and whose age
plus service equaled at least 60 were given transition credits. For these
participants, the beginning account balance was determined so that projected
benefits under the cash balance option approximated projected benefits under the
final average pay formula at the earliest date at which unreduced benefits are
payable under the plan.
Account balances are increased monthly by interest and compensation
credits. The interest rate used for accumulating account balances changes
annually and is equal to the average rate for 30-year Treasuries for December of
the previous calendar year. Compensation credits equal 5% of compensation under
the Social Security Wage Base and 10% of compensation in excess of the Social
Security Wage Base.
In addition to its Retirement Plan for all employees, SCANA has
Supplemental Executive Retirement Plans ("SERPs") for certain eligible
employees, including officers. A SERP is an unfunded plan that provides for
benefit payments in addition to benefits payable under the qualified Retirement
Plan in order to replace benefits lost in the Retirement Plan because of
Internal Revenue Code maximum benefit limitations.
The estimated annual retirement benefits payable as life annuities at
age 65 under the plans, based on projected compensation (assuming increases of
4% per year), to the executive officers named in the Summary Compensation Table
are as follows: Mr. Timmerman-$427,476; Mr. Lorick-$282,696; Mr. Marsh-$311,556;
Mr. Gibbes-$175,944; Mrs. Milligan-$240,408; Mr. Zeigler-$0; Mr.
Arthur-$111,024; and Mr. Byrne-$238,440.
Termination, Severance and Change in Control Arrangements
SCANA maintains an Executive Benefit Plan Trust. The purpose of the
trust is to help retain and attract quality leadership in key SCANA positions in
the current transitional environment of the utilities industry. The trust holds
SCANA contributions (if made) which may be used to pay deferred and other
compensation benefits of certain directors, executives and other key employees
of SCANA in the event of a Change in Control (as defined in the trust). The
current executive officers included in the Summary Compensation Table
participate in all the plans listed below which are covered by the trust.
(1) Executive Deferred Compensation Plan
(2) Supplemental Executive Retirement Plan
(3) Long-Term Equity Compensation Plan
(4) Annual Incentive Plan
(5) Key Executive Severance Benefits Plan
(6) Supplementary Key Executive Severance Benefits Plan
The Key Executive Severance Benefits Plan and each of the plans listed
under (1) through (4) provide for payment of benefits in a lump sum to the
eligible participants immediately upon a Change in Control, unless the Key
Executive Severance Benefits Plan is terminated prior to the Change in Control.
In contrast, the Supplementary Key Executive Severance Benefits Plan is
operative for a period of 24 months following a Change in Control where the Key
Executive Severance Benefits Plan is inoperative because it was terminated
before the Change in Control. The Supplementary Key Executive Severance Benefits
Plan provides benefits in lieu of those otherwise provided under plans (1)
through (4) if: (i) the participant is involuntarily terminated from employment
without "Just Cause," or (ii) the participant voluntarily terminates employment
for "Good Reason" (as these terms are defined in the Supplementary Key Executive
Severance Benefits Plan).
Benefit distributions relative to a Change in Control, as to which
either the Key Executive Severance Benefits Plan or the Supplementary Key
Executive Severance Benefits Plan is operative, include an amount equal to
estimated federal, state and local income taxes and any estimated applicable
excise taxes owed by plan participants on those benefits.
The benefit distributions under the Key Executive Severance Benefits
Plan would include the following three benefits:
o An amount equal to three times the sum of: (i) the participant's annual
base salary in effect as of the Change in Control and (ii) the officer's
target annual incentive award in effect as of the Change in Control under
the Annual Incentive Plan.
o An amount equal to the projected cost for medical, long-term disability and
certain life insurance coverage for three years following the Change in
Control as though the participant had continued to be a SCANA employee.
o An amount equal to the participant's Supplemental Executive Retirement Plan
benefit accrued to the date of the Change in Control, increased by the
present value of projected benefits that would otherwise accrue under the
plan (based on the plan's actuarial assumptions) assuming that the
participant remained employed until reaching age 65 and offset by the value
of the participant's Retirement Plan benefit.
Additional benefits upon a Change in Control where the Key Executive
Severance Benefits Plan is operable are:
o A benefit distribution of all amounts credited to the participant's
Executive Deferred Compensation Plan account as of the date of the Change
in Control.
o A benefit distribution under the Long-Term Equity Compensation Plan equal
to 100% of the targeted performance share awards for all performance
periods not completed as of the date of the Change in Control, if any.
o Under the Long-Term Equity Compensation Plan, all nonqualified stock
options awarded would become immediately exercisable and remain exercisable
throughout their term.
o A benefit distribution under the Annual Incentive Plan equal to 100% of the
target award in effect as of the date of the Change in Control.
The benefits and their respective amounts, when the Supplementary Key
Executive Severance Benefits Plan is operable, would be the same except that the
benefits payable with respect to the Executive Deferred Compensation Plan would
be increased by the prime rate published in the Wall Street Journal most nearly
preceding the date of the Change in Control plus 3% calculated until the end of
the month preceding the month in which the benefits are distributed.
(b) Interest in the securities of system companies including options or other
rights to acquire securities:
SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
In general, "beneficial ownership" includes those shares a director,
nominee or executive officer has the power to vote or transfer. On February 28,
2002 the directors and executive officers of SCANA and SCE&G as a group (24 and
21 persons, respectively) beneficially owned, in the aggregate, 506,788 and
415,642 shares, respectively, of SCANA Common Stock, including shares subject to
options exercisable within 60 days (approximately 0.5% and 0.4%, respectively,
of the shares outstanding and entitled to vote at the Annual Meeting).
The following table lists shares beneficially owned on February 28, 2002 by
each director, each nominee and each executive officer named in the Summary
Compensation Table on page 21.
Amount and Nature of
Beneficial Ownership of SCANA
Name Common Stock*(1) (2) (3) (4)(5)
--------------------------------------------------------------------------------
B. L. Amick 10,896
H.T. Arthur 26,292
J. A. Bennett 2,286
W. B. Bookhart, Jr. 21,725
W. C. Burkhardt 11,626
S. A. Byrne 17,163
H. M. Chapman 8,212
E. T. Freeman 6,184
A. H. Gibbes 33,803
L. M. Gressette, Jr. 63,858
D. M. Hagood 822
W. H. Hipp 4,897
N. O. Lorick 29,604
K. B. Marsh 35,778
L. M. Miller 3,417
A. M. Milligan 17,305
M. K. Sloan 4,132
H. C. Stowe
4,127
W. B. Timmerman 122,257
G. S. York 11,225
C. E. Zeigler, Jr. 24,387
------------------------------------------------------------------------------
*Each of the above owns less than 1% of the shares outstanding.
(1) Includes shares owned by close relatives, the beneficial ownership of which
is disclaimed by the director, nominee or named executive officers, as
follows: Mr. Amick-480; Mr. Bookert-6,064; Mr. Gressette-1,060; and by all
directors, nominees and executive officers 7,604 in total.
(2) Includes shares purchased through February 28, 2002, by the Trustee under
SCANA's Stock Purchase Savings Plan.
(3) Hypothetical shares acquired under the SCANA Director Compensation and
Deferral Plan are not included in the above table. As of February 22, 2002,
each of the following directors had acquired under the plan, the number of
hypothetical shares following his or her name: Messrs. Amick-3,280;
Bennett-3,945; Burkhardt-3,902; Hagood-1,359; Hipp-3,635; Sloan-3,485;
Stowe-3,245 and York-3,645 and Ms. Miller-3,822.
(4) Includes shares subject to currently exercisable options and options that
will become exercisable within 60 days in the following amounts: Mr.
Timmerman-67,007; Mr. Gibbes-16,398; Mr. Lorick-13,792; Mr. Marsh-19,988;
Mr. Byrne-12,245; Mr. Arthur-12,245 and Ms. Milligan 14,511.
(5) Hypothetical shares acquired under the SCANA Executive Deferred
Compensation Plan are not included in the above table. As of February 28,
2002, each of the following officers had acquired under the plan, the
number of hypothetical shares following his or her name: Messrs.
Timmerman-15,402; Gibbes-8,166; Lorick-1,638; Marsh-3,410; Byrne-1,031;
Arthur-2,241 and Ms. Milligan-5,080.
(c) Contracts and transactions with system companies:
Mr. Hipp is Chairman and Chief Executive Officer and a director of The
Liberty Corporation. During 2001, SCANA paid $120,983 (including the value of
nonutility in-kind services provided by SCANA) to subsidiaries of The Liberty
Corporation for advertising expenses. It is anticipated that similar
transactions will occur in the future.
(d) Indebtedness to system companies: None
(e) Participation in bonus and profit-sharing arrangements and other benefits:
REPORT ON EXECUTIVE COMPENSATION
SCANA's executive compensation program is designed to support SCANA's
overall objective of creating shareholder value by:
o Hiring and retaining premier executive talent;
o Having a pay-for-performance philosophy linking rewards to corporate and
business unit results;
o Placing a substantial portion of pay for senior executives "at-risk" and
aligning the interests of executives with the long-term interests of
shareholders through equity-based compensation; and o Balancing elements of
the compensation program to reflect SCANA's financial, customer-oriented
and strategic goals.
We believe our program performs a vital role in keeping our executives
focused on SCANA's goal of enhancing shareholder value.
A description of the program and a discussion of Mr. Timmerman's 2001
compensation follows.
Program Elements
Executive compensation consists primarily of three key components: base
salary, short-term incentive compensation (Annual Incentive Plan) and long-term
incentive compensation (Long-Term Equity Compensation Plan).
Compensation levels for these components are established annually based
on a comparison to a market, which consists of utilities of various sizes,
smaller telecommunications companies and general industry. Results are adjusted
through regression analysis to account for differences in company size. We do
not include all of the peer group companies in the market because we believe
that SCANA's competition for executives does not include all of those companies
and includes other utilities, telecommunications companies and general industry
companies.
For 2001, all elements of executive compensation with the exception of
short-term incentives and perquisites were below the market median as adjusted
for company size. The combined effect of increasing short-term incentive targets
and continuing to move targeted compensation levels toward the market median has
improved SCANA's position relative to the market with regards to short-term
incentives and perquisites. However, total target compensation is still below
the market median.
The specific components of SCANA's compensation program for executive
officers are described more fully in the following paragraphs. Each component of
the compensation package, including severance plans, insurance and other
benefits, is considered in determining total compensation.
Base Salaries
Executive salaries are reviewed annually by the Management Development
and Corporate Performance Committee. Adjustments may be made on the basis of an
assessment of individual performance, relative levels of accountability, prior
experience, breadth and depth of knowledge and changes in market pay practices.
Annual Incentive Plans
SCANA has Annual Incentive Plans for its officers and officers of its
subsidiaries. The plans promote SCANA's pay-for-performance philosophy, as well
as its goal of having a meaningful amount of executive pay "at-risk." Through
these plans, financial incentives are provided in the form of annual cash
bonuses.
Executives eligible for these plans are assigned threshold, target and
maximum bonus levels as a percentage of salary. Bonuses earned are based on the
level of performance achieved. Award payouts may increase to a maximum of 1.5
times target if performance exceeds the goals established. Award payouts may
decrease, generally to a minimum of one-half the target-level awards, if
performance fails to meet established targets, but results are achieved at
minimum or threshold levels. Awards earned based on the achievement of
pre-established goals may nonetheless be decreased if the Management Development
and Corporate Performance Committee determines that actual results warrant a
lower payout.
The various Annual Incentive Plans in which officers of SCANA and its
subsidiaries participate place their major emphasis on achieving profitability
targets, with the remaining emphasis focused upon meeting annual business
objectives relating to such matters as efficiency, quality of service, customer
satisfaction and progress toward SCANA's strategic objectives. These plans also
allow for an adjustment of an award based upon an evaluation of individual
performance. Each award may be increased or decreased by no more than 20% based
on the individual performance evaluation, but in no case may an award exceed the
maximum payout of 1.5 times target.
There were no annual incentive award payouts for 2001 because SCANA did
not meet profitability targets for the year.
Long-Term Equity Compensation Plan
The potential value of long-term incentive opportunities comprises a
significant portion of the total compensation package for officers and key
employees. The Long-Term Equity Compensation Plan Committee believes this
approach to total compensation provides the appropriate focus for those officers
and other key employees who are charged with the responsibility for managing the
Company and achieving success for SCANA shareholders. A portion of each
executive's potential compensation consists of awards under the Long-Term Equity
Compensation Plan. The committee may award to eligible employees incentive and
nonqualified stock options, stock appreciation rights (either alone or in tandem
with a related option), restricted stock, performance units and performance
shares. Certain of these awards may be granted subject to satisfaction of
specific performance goals. In 2001, two types of long-term equity compensation
awards were granted: performance share awards (which made up 40% of each
executive's long-term compensation award) and nonqualified stock option awards
(which made up 60% of such award).
Performance Share Awards
SCANA's performance share award feature of the Long-Term Equity
Compensation Plan pays bonuses to executives based on SCANA's Total Shareholder
Return ("TSR") relative to a group of peer companies over a three-year period.
The purpose of performance share awards is to ensure that executives are
compensated only when shareholders gain. The peer group includes 66 electric and
gas utilities, none of which have annual revenues of less than $100 million.
TSR is stock price increase over the three-year period, plus cash
dividends paid during that period, divided by stock price as of the beginning of
the three-year period. Comparing SCANA's TSR to the TSR of a large group of
other utilities reflects SCANA's recognition that investors could have invested
their funds in other utility companies and measures how well SCANA performed
when compared to others operating in similar interest, tax, economic and
regulatory environments.
Based on TSR for the performance period, plan participants did not
receive a payout for the 1999-2001 plan cycle.
Nonqualified Stock Option Awards
The nonqualified stock options granted in 2001 give officers the right
to purchase shares of SCANA Common Stock at the fair market value of a share on
the date the options were granted, and have terms of 10 years. The options
become exercisable in 33 1/3% increments on each of the first three
anniversaries of the grant date. The purpose of stock options is to align
compensation directly with increases in shareholder value. Accordingly, these
options will be valuable to recipients only if the market price of SCANA's stock
increases.
Policy with Respect to the $1 Million Deduction Limit
Section 162(m) of the Internal Revenue Code establishes a limit on the
deductibility of annual compensation for certain executive officers that exceeds
$1,000,000. It is the general intention of SCANA to meet the requirements for
deductibility under Section 162(m); however, SCANA reserves the right, where
merited by changing business conditions or an executive's individual
performance, to authorize compensation payments which may not be fully
deductible by SCANA.
Compensation of Chief Executive Officer for 2001
For 2001, Mr. Timmerman's compensation consisted of the following:
o Base salary of $676,300 derived by reference to executive pay for the
market group described. This amount approximates the median base salary for
the market. Mr. Timmerman's salary increase of $139,200 from $537,100 to
$676,300 was based on his responsibilities as Chairman and Chief Executive
Officer, external pay practices and the Management Development and
Corporate Performance Committee's assessment of his overall performance
during the preceding year. Because this determination was subjective, no
one factor was assigned a particular weighting by the committee.
o Mr. Timmerman did not receive an annual incentive award payout for 2001
because SCANA did not meet profitability targets for the year.
o In 2001, Mr. Timmerman's Long-Term Equity Compensation Plan target award
was set at 125% of the salary level for his position. This resulted in a
target award of 20,132 performance shares for the period 2001-2003 and an
award of 129,781 stock options. The amount of the award was determined by
the Long-Term Equity Compensation Plan Committee based on Mr. Timmerman's
salary, level of responsibility and competitive practices. Based on TSR for
the performance period, Mr. Timmerman and other plan participants did not
receive a performance share award payout for the 1999-2001 plan cycle.
Management Development and Long-Term Equity Compensation
Corporate Performance Committee Plan Committee
H. M. Chapman* H. M. Chapman*
B. L. Amick B. L. Amick
W. B. Bookhart, Jr. J. A. Bennett
W. C. Burkhardt W. B. Bookhart, Jr.
M. K. Sloan W. C. Burkhardt
H. C. Stowe E. T. Freeman
W. B. Timmerman** D. M. Hagood
L. M. Miller
M. K. Sloan
H. C. Stowe
G. S. York
-----------
* Chairman of the Committee
** Mr. Timmerman is a non-voting member of the Management
Development and Corporate Performance Committee. He did not
participate in any of its decisions concerning executive
compensation.
(f) Rights to indemnity.
Directors and officers of SCANA and its wholly owned subsidiaries are
insured under a directors and officers liability policy issued by AEGIS
Insurance Services, Inc. The policy is for the period October 31, 1998 through
October 31, 2002.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1) Expenditures, disbursements or payments, directly or indirectly, in money,
goods or services, to or for the account of any political party, candidate
for public office or holder of such office, or any committee or agent
thereof.
Recipient Amount
------------------------------------------------------------------
------------------------------------------------------------------
SC HOUSE REPUBLICAN CAUCUS $3,500
SC SENATE DEMOCRATIC CAUCUS 3,500
SC SENATE REPUBLICAN CAUCUS 3,500
SC DEMOCRATIC LEADERSHIP COUNCIL 1,000
J. GRESHAM BARRETT FOR SC HOUSE 500
GLORIA HASKINS FOR SC HOUSE 500
JOHN LAND FOR SC SENATE 300
SC REPUBLICAN PARTY 5,000
WILKINS MCCONNELL ROAST 1,000
NATIONAL BLACK CAUCUS STATE LEGISLATORS ASSOCIATION 500
SC LEGISLATIVE BLACK CAUCUS 7,000
CONGRESSIONAL BLACK CAUCUS LEADERSHIP INSTITUTE 50,000
JOHN W. MATTHEWS SCHOLARSHIP FUND 1,000
CONGRESSIONAL BLACK CAUCUS 3,750
SCANA and its subsidiaries have established political action committees and have
incurred, in connection with the provisions of the Federal Election Campaign
Act, certain costs for the administration of such committees.
(2) Expenditures, disbursements or payments, directly or indirectly, in money,
goods or services, to or for the account of any citizens group or public
relations counsel.
Account
Company Recipient Purpose Charged Amount
------- ---------------------------------------------------------------------------------
------- ---------------------------------------------------------------------------------
SCANA RAWLE MURDY AND ASSOCIATES PUBLIC RELATIONS 921 27,500
SCANA BOB MCALLISTER AND ASSOCIATES PUBLIC RELATIONS 921 60,000
SCANA REDDY CORPORATION PUBLIC RELATIONS 921 13,000
SCANA WELTNER COMMUNICATIONS PUBLIC RELATIONS 921,923 176,765
SCANA DICKERSON COMMUNICATIONS PUBLIC RELATIONS 921,923 49,225
SCANA ADVISORY BOARDS CITIZENS ADVISORY GROUP 821 21,259
SCANA SC POLICY COUNCIL MEMBERSHIP 426 50,000
SCANA ALLIANCE PARTNERSHIP SUPPORT 921 25,000
SCANA CENTRAL CAROLINA ECONOMIC
DEV. ALLIANCE SUPPORT 921 25,000
SCANA MISC - 51 ITEMS LESS THAN $10,000 COMMUNITY DEV. EDUC &
CIVIC ACTIVITY 921 80,225
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I
Serving Receiving Compensation Contract In Effect at
Transaction Company Company (in Thousands) Date December 31, 2001
------------------------------------------------------------------------ ----------------------------------------
------------------------------------------------------------------------ ----------------------------------------
(Note) SCE&G SCPC $1,194 (Note) Yes
(Note) SCE&G SEMI 677 (Note) Yes
(Note) SCE&G SCI * (Note) Yes
(Note) SCE&G PSNC 5,916 (Note) Yes
(Note) SCE&G PSI * (Note) Yes
(Note) SCE&G SVCI 903 (Note) Yes
(Note) SEMI SCE&G 1,890 (Note) Yes
(Note) SEMI SCPC * (Note) Yes
(Note) PSNC SEMI 2,452 (Note) Yes
(Note) SCPC SCE&G 146 (Note) Yes
(Note) SCPC SEMI * (Note) Yes
(Note) SCPC PSNC * (Note) Yes
(Note) PSNC SCE&G * (Note) Yes
(Note) PSI SCE&G * (Note) Yes
Palmetto Center Rent SCE&G SCI 188 Jan-Dec 2001 Yes
Site leases and related operating SCE&G SCI * Jan-Dec 2001 Yes
agreements
Site lease GENCO SCI * Sept - Dec 2001 Yes
Radio system usage SCI SCE&G 1,042 Jan-Dec 2001 Yes
Mobile Data System SCI SCE&G * Jan-Dec 2001 Yes
Dark fiber lease SCI SCE&G 1,463 Jan-Dec 2001 Yes
Tower space rent SCI SCE&G * Jan-Dec 2001 Yes
Tower space rent SCI SCPC * Jan-Dec 2001 Yes
Maintenance contract PSI SCE&G 4,411 Jan 1998 - Aug 2002 Yes
Rental Facility SDC SCE&G 161 Aug 2000 - Aug 2005 Yes
* Consideration is less than $100,000.
Note: SCANA Corporation system companies have agreements with each other
pursuant to which the system companies reimburse each other for the full cost of
services, personnel and facilities provided by another system company.
Part II
None
Part III
None
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements Page No.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCANA Corporation Condensed Consolidating Balance Sheet 33
South Carolina Electric & Gas Company Condensed Consolidating
Balance Sheet 38
Public Service Company of North Carolina, Incorporated Condensed
Consolidating Balance Sheet 40
SCANA Energy Marketing, Inc. Condensed Consolidating Balance Sheet 43
SCANA Corporation Condensed Consolidating Statement of Income and
Retained Earnings 44
South Carolina Electric & Gas Company Condensed Consolidating Statement
of Income and Retained Earnings 49
Public Service Company of North Carolina, Incorporated Condensed
Consolidating Statement of Income and Retained Earnings 51
SCANA Energy Marketing, Inc. Condensed Consolidating Statement of
Income and Retained Earnings 53
SCANA Corporation Consolidating Statement of Cash Flows 54
Exhibits Page No.
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Exhibit A 57
Exhibit B 57
Exhibit C 63
Exhibit D 66
Exhibit E 71
Exhibit F 71
Exhibit G 72
Exhibit H 72
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SCANA SOUTH CAROLINA SOUTH CAROLINA SOUTH CAROLINA
CORPORATION ELECTRIC & GAS GENERATING FUEL
CONSOLIDATED COMPANY COMPANY, INC. COMPANY, INC.
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $5,263 $3,845 $174 $45
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 284 24 - -
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 212 78 - -
OTHER CURRENT ASSETS 1,345 274 25 60
TOTAL CURRENT ASSETS 1,557 352 25 60
DEFERRED DEBITS 718 647 11 -
TOTAL $7,822 $4,868 $210 $105
SCANA SOUTH CAROLINA SOUTH CAROLINA SOUTH CAROLINA
CORPORATION ELECTRIC & GAS GENERATING FUEL
CONSOLIDATED COMPANY COMPANY, INC. COMPANY, INC.
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $2,194 $1,750 $42 $-
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) 106 106 - -
TOTAL STOCKHOLDERS' INVESTMENT 2,300 1,856 42 -
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) 10 10 - -
TRUST-PREFERRED SECURITIES 50 50 - -
LONG-TERM DEBT, NET 2,646 1,412 74 -
TOTAL CAPITALIZATION (DEFICIT) 5,006 3,328 116 -
CURRENT LIABILITIES 1,561 463 38 106
DEFERRED CREDITS 1,255 1,077 56 (1)
TOTAL $7,822 $4,868 $210 $105
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SCG SCANA SCANA
SOUTH CAROLINA PIPELINE, DEVELOPMENT COMMUNICATIONS, PRIMESOUTH,
PIPELINE CORP. INC. CORPORATION INC. INC.
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $193 $- $- $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION - - 4 154 7
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 7 - - 5 2
OTHER CURRENT ASSETS 96 - - 666 7
TOTAL CURRENT ASSETS 103 - - 671 9
DEFERRED DEBITS 35 2 3 - -
TOTAL $331 $2 $7 $825 $16
SCG SCANA SCANA
SOUTH CAROLINA PIPELINE, DEVELOPMENT COMMUNICATIONS, PRIMESOUTH,
PIPELINE CORP. INC. CORPORATION INC. INC.
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $111 $- $3 $276 $4
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - - -
TOTAL STOCKHOLDERS' INVESTMENT 111 - 3 276 4
PREFERRED STOCK (SUBJECT TO PURCHASE
OR SINKING FUNDS) - - - - -
TRUST-PREFERRED SECURITIES - - - - -
LONG-TERM DEBT, NET 39 - - - -
TOTAL CAPITALIZATION (DEFICIT) 150 - 3 276 4
CURRENT LIABILITIES 154 - 4 560 10
DEFERRED CREDITS 27 2 - (11) 2
TOTAL $331 $2 $7 $825 $16
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SCANA
SCANA ENERGY SCANA PETROLEUM
ASSETS MARKETING, INC. RESOURCES RESOURCES, INC.
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 9 - -
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 35 - -
OTHER CURRENT ASSETS 137 1 -
TOTAL CURRENT ASSETS 172 1 -
DEFERRED DEBITS 4 - -
TOTAL $185 $1 $-
SCANA
SCANA ENERGY SCANA PETROLEUM
CAPITALIZATION & LIABILITIES MARKETING, INC. RESOURCES RESOURCES, INC
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $(25) $(5) $(1)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TOTAL STOCKHOLDERS' INVESTMENT (25) (5) (1)
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TRUST-PREFERRED SECURITIES - - -
LONG-TERM DEBT, NET - - -
TOTAL CAPITALIZATION (DEFICIT) (25) (5) (1)
CURRENT LIABILITIES 223 6 -
DEFERRED CREDITS (13) - 1
TOTAL $185 $1 $-
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SCANA SCANA
PROPANE PROPANE SCANA
GAS, INC. SERVICECARE, INC. SERVICES, INC CORPORATION
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION - - - 3,675
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS - 2
- 58
OTHER CURRENT ASSETS - 1
- 47
TOTAL CURRENT ASSETS - 3
- 105
DEFERRED DEBITS - -
- 13
TOTAL $- $3 $- $3,793
SCANA SCANA
PROPANE PROPANE SCANA
GAS, INC. SERVICECARE, INC. SERVICES, INC CORPORATION
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $- $(1) $- $2,194
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - -
TOTAL STOCKHOLDERS' INVESTMENT - (1)
- 2,194
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - -
TRUST-PREFERRED SECURITIES - - - -
LONG-TERM DEBT, NET - - -
854
TOTAL CAPITALIZATION (DEFICIT) - (1)
- 3,048
CURRENT LIABILITIES - 4
- 733
DEFERRED CREDITS - -
- 12
TOTAL $- $3 $-
$3,793
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
PUBLIC SERVICE
COMPANY OF NORTH
SCANA CAROLINA,
ASSETS SERVICES, INC. INCORPORATED ELIMINATIONS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $1,006 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION
36 29 (3,654)
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS
12 18 (5)
OTHER CURRENT ASSETS
60 139 (168)
TOTAL CURRENT ASSETS
72 157 (173)
DEFERRED DEBITS
5 29 (31)
TOTAL
$113 $1,221 $(3,858)
PUBLIC SERVICE
COMPANY OF NORTH
SCANA CAROLINA,
SERVICES, INC INCORPORATED ELIMINATIONS
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $715
$6 $(2,875)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TOTAL STOCKHOLDERS' INVESTMENT
6 715 (2,875)
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - -
TRUST-PREFERRED SECURITIES - - -
LONG-TERM DEBT, NET
2 290 (25)
TOTAL CAPITALIZATION (DEFICIT)
8 1,005 (2,900)
CURRENT LIABILITIES
100 86 (926)
DEFERRED CREDITS
5 130 (32)
TOTAL $1,221
$113 $(3,858)
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SOUTH CAROLINA SOUTH CAROLINA
ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA
COMPANY COMPANY FUEL
ASSETS 10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $3,891 $3,845 $46 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 24 24 - -
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 78 78 - -
OTHER CURRENT ASSETS 322 274 59 (11)
TOTAL CURRENT ASSETS 400 352 59 (11)
DEFERRED DEBITS 647 647 - -
TOTAL $4,962 $4,868 $105 $(11)
SOUTH CAROLINA SOUTH CAROLINA
ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA
COMPANY COMPANY FUEL
CAPITALIZATION & LIABILITIES 10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $1,750 $1,750 $- $-
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) 106 106 - -
TOTAL STOCKHOLDERS' INVESTMENT 1,856 1,856 - -
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) 10 10 - -
TRUST-PREFERRED SECURITIES 50 50 - -
LONG-TERM DEBT, NET 1,412 1,412 - -
TOTAL CAPITALIZATION 3,328 3,328 - -
CURRENT LIABILITIES 558 463 106 (11)
DEFERRED CREDITS 1,076 1,077 (1) -
TOTAL $4,962 $4,868 $105 $(11)
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SOUTH CAROLINA
ELECTRIC & GAS SOUTH CAROLINA
COMPANY ELECTRIC & GAS SCE&G
ASSETS CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $3,845 $3,845 $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 24 26 51
(53)
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 78 78 -
-
OTHER CURRENT ASSETS 274 274 -
-
TOTAL CURRENT ASSETS 352 352 -
-
DEFERRED DEBITS 647 647 -
-
TOTAL $4,868 $4,870 $51 $(53)
SOUTH CAROLINA
ELECTRIC & GAS SOUTH CAROLINA
COMPANY ELECTRIC & GAS SCE&G
CAPITALIZATION & LIABILITIES CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $1,750 $1,750 $1
$(1)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) 106 106 - -
TOTAL STOCKHOLDERS' INVESTMENT 1,856 1,856 1
(1)
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) 10 10 - -
TRUST-PREFERRED SECURITIES 50 - 50 -
LONG-TERM DEBT, NET 1,412 1,464 -
(52)
TOTAL CAPITALIZATION 3,328 3,330 51
(53)
CURRENT LIABILITIES 463 463 - -
DEFERRED CREDITS 1,077 1,077 -
-
TOTAL $4,868 $4,870 $51
$(53)
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
PUBLIC SERVICE PUBLIC SERVICE
COMPANY OF COMPANY OF
NORTH NORTH
CAROLINA, CAROLINA,
INCORPORATED INCORPORATED
10-K CONSOLIDATED RECLASSIFICATIONS
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $1,006 $1,006 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 29 29 -
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 20 18
2
OTHER CURRENT ASSETS 137 139 (2)
TOTAL CURRENT ASSETS 157 157 -
DEFERRED DEBITS 29 29 -
TOTAL $1,221 $1,221 $-
PUBLIC SERVICE PUBLIC SERVICE
COMPANY OF COMPANY OF
NORTH NORTH
CAROLINA, CAROLINA,
INCORPORATED INCORPORATED
10-K CONSOLIDATED RECLASSIFICATIONS
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $715 $715 $-
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS)
TOTAL STOCKHOLDERS' INVESTMENT 715 715 -
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS)
TRUST-PREFERRED SECURITIES
LONG-TERM DEBT, NET 290 290 -
TOTAL CAPITALIZATION 1,005 1,005 -
CURRENT LIABILITIES 86 86 -
DEFERRED CREDITS 130 130 -
TOTAL $1,221 $1,221 $-
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
PUBLIC SERVICE
COMPANY OF PUBLIC SERVICE
NORTH COMPANY OF
CAROLINA, NORTH
INCORPORATED CAROLINA, BLUE
CONSOLIDATED INCORPORATED RIDGE
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $1,006 $1,006 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 29 25 9
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 18 18 -
OTHER CURRENT ASSETS 139 139 -
TOTAL CURRENT ASSETS 157 157 -
DEFERRED DEBITS 29 29 -
TOTAL $1,221 $1,217 $9
PUBLIC SERVICE
COMPANY OF PUBLIC SERVICE
NORTH COMPANY OF
CAROLINA, NORTH
INCORPORATED CAROLINA, BLUE
CONSOLIDATED INCORPORATED RIDGE
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $715 $715 $3
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TOTAL STOCKHOLDERS' INVESTMENT 715 715 3
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - -
TRUST-PREFERRED SECURITIES - - -
LONG-TERM DEBT, NET 290 290
TOTAL CAPITALIZATION 1,005 1,005 3
CURRENT LIABILITIES 86 82 6
DEFERRED CREDITS 130 130 -
TOTAL $1,221 $1,217 $9
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
CLEAN PSNC
ENERGY CARDINAL ELIMINATIONS
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION - 20
(25)
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS - -
-
OTHER CURRENT ASSETS - -
-
TOTAL CURRENT ASSETS - - -
DEFERRED DEBITS - -
-
TOTAL $- $20 $(25)
CLEAN PSNC
ENERGY CARDINAL ELIMINATIONS
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $7 $5 $(15)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TOTAL STOCKHOLDERS' INVESTMENT 7 5 (15)
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - -
TRUST-PREFERRED SECURITIES - - -
LONG-TERM DEBT, NET
-
TOTAL CAPITALIZATION 7 5 (15)
CURRENT LIABILITIES (7) 15
(10)
DEFERRED CREDITS - -
-
TOTAL $- $20 $(25)
SCANA ENERGY MARKETING, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SCANA
ENERGY SCANA SCANA
MARKETING, ENERGY PSNC ENERGY
INC. MARKETING, PRODUCTION TRADING,
CONSOLIDATED INC. CORPORATION LLC ELIMINATIONS
ASSETS:
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION
OTHER PROPERTY AND INVESTMENTS, NET OF
ACCUMULATED DEPRECIATION 9 12 1 - (4)
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 35 14 21 - -
OTHER CURRENT ASSETS 137 130 7 2 (2)
TOTAL CURRENT ASSETS 172 144 28 2 (2)
DEFERRED DEBITS 4 4 - - -
TOTAL 185 160 29 2 (6)
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMUNITY EQUITY (25) (27) 6 - (4)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS)
TOTAL STOCKHOLDERS' INVESTMENT (25) (27) 6 - (4)
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS
TRUST PREFERRED SECURITIES
LONG-TERM DEBT, NET
TOTAL CAPITALIZATION (25) (27) 6 - (4)
CURRENT LIABILITIES 223 201 22 2 (2)
DEFERRED CREDITS (13) (14) 1 - -
TOTAL 185 160 29 2 (6)
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SOUTH CAROLINA
SCANA ELECTRIC & GAS SOUTH CAROLINA SOUTH CAROLINA
CORPORATION COMPANY GENERATING FUEL
CONSOLIDATED CONSOLIDATED COMPANY, INC. COMPANY, INC.
OPERATING REVENUES $3,541 $1,715 $96 $212
OPERATING EXPENSES:
OPERATING EXPENSES 2,699 1,124 74 209
DEPRECIATION AND AMORTIZATION 224 163 8 -
TOTAL OPERATING EXPENSES 2,923 1,287 82 209
OPERATING INCOME 528 428 14 3
OTHER INCOME 550 30 - -
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 1,078 458 14 3
INTEREST CHARGES, NET 223 109 6 3
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 855 349 8 -
INCOME TAXES 305 123 3 -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 550 226 5 -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES 4 4 - -
PREFERRED STOCK CASH DIVIDENDS (7) (7) - -
NET INCOME $539 $215 $5 $-
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $850 $649 $20 $-
COMMON STOCK CASH DIVIDENDS DECLARED (125) (155) (4) -
OTHER - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR 1,264 709 21 $-
EARNINGS AVAILABLE FOR COMMON STOCK 539 - - -
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 104.729 - - -
EARNINGS PER SHARE OF COMMON STOCK 5.15 - - -
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SOUTH CAROLINA SCG SCANA SCANA
PIPELINE CORP. PIPELINE, DEVELOPMENT COMMUNICATIONS, PRIMESOUTH, INC.
CONSOLIDATED INC. CORPORATION INC. CONSOLIDATED
OPERATING REVENUES $478 $- $- $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 455 - - - -
DEPRECIATION AND AMORTIZATION 7 - - - -
TOTAL OPERATING EXPENSES 462 - - - -
OPERATING INCOME 16 - - - -
OTHER INCOME 1 - - 514 3
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 17 - - 514 3
INTEREST CHARGES, NET 6 - - 24 1
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 11 - - 490 2
INCOME TAXES 5 - - 171 -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 6 - - 319 2
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - - - -
PREFERRED STOCK CASH DIVIDENDS - - - - -
NET INCOME $6 - $- $319 $2
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $54 - $(1) $9 $(8)
COMMON STOCK CASH DIVIDENDS DECLARED (5) - - - -
OTHER - - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR 55 - (1) 328 (6)
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SCANA
SCANA ENERGY SCANA PETROLEUM SCANA PROPANE
MARKETING INC. RESOURCES RESOURCES, INC. GAS, INC.
OPERATING REVENUES $1,067 $- $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 1,043 - - -
DEPRECIATION AND AMORTIZATION 2 - - -
TOTAL OPERATING EXPENSES 1,045 - - -
OPERATING INCOME 22 - - -
OTHER INCOME 3 (8) - -
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 25 (8) - -
INTEREST CHARGES, NET 9 - - -
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 16 (8) - -
INCOME TAXES 6 (3) - -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 10 (5) - -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - - -
PREFERRED STOCK CASH DIVIDENDS - - - -
NET INCOME $10 $(5) $- $-
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $(69) $(3) $(94) $(11)
COMMON STOCK CASH DIVIDENDS DECLARED - - - -
OTHER - 3 - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR (59) (5) (94) (11)
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SCANA PROPANE SCANA SCANA
SERVICECARE, INC. STORAGE, INC. CORPORATION SERVICES, INC.
OPERATING REVENUES $- $- $- $263
OPERATING EXPENSES:
OPERATING EXPENSES - - - 256
DEPRECIATION AND AMORTIZATION
TOTAL OPERATING EXPENSES - - - 258
OPERATING INCOME - - - 5
OTHER INCOME 9 - 604 (3)
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 9 - 604 2
INTEREST CHARGES, NET - - 87 2
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 9 - 517 -
INCOME TAXES 4 - (22) -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 5 - 539 -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - - -
PREFERRED STOCK CASH DIVIDENDS - - - -
NET INCOME $5 $- $539 $-
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $(10) $- $850 $-
COMMON STOCK CASH DIVIDENDS DECLARED - - (125) -
OTHER - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR (5) - 1,264 -
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
PUBLIC SERVICE
COMPANY OF NORTH
CAROLINA, INCORPORATED ELIMINATIONS
OPERATING REVENUES $453 $833
OPERATING EXPENSES:
OPERATING EXPENSES 361 (823)
DEPRECIATION AND AMORTIZATION 43 (1)
TOTAL OPERATING EXPENSES 404 (824)
OPERATING INCOME 49 (9)
OTHER INCOME 6 (609)
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 55 (618)
INTEREST CHARGES, NET 22 (46)
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 33 (572)
INCOME TAXES 18 -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 15 (572)
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - -
PREFERRED STOCK CASH DIVIDENDS - -
NET INCOME $15 $(572)
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $9 $(545)
COMMON STOCK CASH DIVIDENDS DECLARED (15) 179
OTHER - (3)
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR $9 $(941)
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SOUTH CAROLINA SOUTH CAROLINA
ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA
COMPANY COMPANY FUEL
10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS
OPERATING REVENUES $1,715 $1,715 $212 $(212)
OPERATING EXPENSES:
OPERATING EXPENSES 1,124 1,124 208 (208)
DEPRECIATION AND AMORTIZATION 163 163
TOTAL OPERATING EXPENSES 1,287 1,287 208 (208)
OPERATING INCOME 428 428 3 (3)
OTHER INCOME 30 30 - -
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 458 458 3 (3)
INTEREST CHARGES, NET 109 109 3 (3)
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 349 349 - -
INCOME TAXES 123 123 - -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 226 226 - -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES 4 4 - -
PREFERRED STOCK CASH DIVIDENDS 7 7 - -
NET INCOME 215 215 $- $-
RETAINED EARNINGS AT BEGINNING OF YEAR $649 $649 - -
COMMON STOCK CASH DIVIDENDS DECLARED (155) (155) - -
OTHER - - - -
RETAINED EARNINGS AT END OF YEAR 709 709 $- $-
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SOUTH CAROLINA
ELECTRIC & GAS SOUTH CAROLINA
COMPANY ELECTRIC & GAS SCE&G
CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS
OPERATING REVENUES $1,715 $1,715 $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 1,124 1,124 - -
DEPRECIATION AND AMORTIZATION 163 163 - -
TOTAL OPERATING EXPENSES 1,287 1,287 - -
OPERATING INCOME 428 428 - -
OTHER INCOME 30 31 4 (5)
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 458 459 4 (5)
INTEREST CHARGES, NET 109 114 - (5)
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 349 345 4 -
INCOME TAXES 123 123 - -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 226 222 4 -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES 4 - 4 -
PREFERRED STOCK CASH DIVIDENDS 7 7 - -
NET INCOME $215 $215 $- -
RETAINED EARNINGS AT BEGINNING OF YEAR $649 - $- -
COMMON STOCK CASH DIVIDENDS DECLARED (155) - - -
OTHER - - - -
RETAINED EARNINGS AT END OF YEAR 709 - $- $-
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
10-K
PUBLIC SERVICE
COMPANY OF PUBLIC SERVICE
NORTH COMPANY OF
CAROLINA, NORTH
INCORPORATED CAROLINA, BLUE PSNC
CONSOLIDATED INCORPORATED RIDGE PRODUCTION
OPERATING REVENUES $453 $453 $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 361 361 - -
DEPRECIATION AND AMORTIZATION 43 43 - -
TOTAL OPERATING EXPENSES 404 404 - -
OPERATING INCOME 49 49 - -
OTHER INCOME 6 1 2 -
INCOME BEFORE INTEREST CHARGES AND
INCOME TAXES 55 50 2 -
INTEREST CHARGES, NET 22 22 - -
INCOME BEFORE INCOME TAXES 33 28 2 -
INCOME TAXES 18 16 1 -
NET INCOME $15 $12 $1 $-
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $9 $9 $2 $6
COMMON STOCK CASH DIVIDENDS DECLARED (15) (15) - -
OTHER - - - (6)
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR $9 9 3 -
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SONAT CLEAN PSNC
PUBLIC SERVICE ENERGY CARDINAL ELIMINATIONS
OPERATING REVENUES $- $- $- $-
OPERATING EXPENSES:
OPERATING EXPENSES - - - -
DEPRECIATION AND AMORTIZATION - - - -
TOTAL OPERATING EXPENSES - - - -
OPERATING INCOME - - - -
OTHER INCOME - - 3 -
INCOME BEFORE INTEREST CHARGES
AND INCOME TAXES - - 3 -
INTEREST CHARGES, NET - - - -
INCOME BEFORE INCOME TAXES - - 3 -
INCOME TAXES - - 1 -
NET INCOME $- $- $2 $-
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $8 $7 $3 $3
COMMON STOCK CASH DIVIDENDS DECLARED - - - (26)
OTHER (8) - - 14
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR $- $7 $5 $(15)
SCANA ENERGY MARKETING, INC.
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
(MILLIONS OF DOLLARS)
SCANA
ENERGY SCANA SCANA
MARKETING, ENERGY PSNC ENERGY
INC. MARKETING, PRODUCTION TRADING,
CONSOLIDATED INC. CORPORATION LLC ELIMINATIONS
OPERATING REVENUES 1,067 810 150 107 -
OPERATING EXPENSES:
OPERATING EXPENSES 1,043 795 147 101 -
DEPRECIATION AND AMORTIZATION 2 2 - - -
TOTAL OPERATING EXPENSES 1,045 797 147 101 -
OPERATING INCOME 22 13 3 6 -
OTHER INCOME 3 2 - 1 -
INCOME BEFORE INTEREST CHARGES
AND INCOME TAXES 25 15 3 7 -
INTEREST CHARGES, NET 9 9 - - -
INCOME BEFORE INCOME TAXES 16 6 3 7 -
INCOME TAXES 6 2 1 3 -
NET INCOME 10 4 2 4 -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR (69) (69) 4 (4) -
COMMON STOCK CASH DIVIDENDS DECLARED - - - - -
OTHER - - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR (59) (65) 6 - -
SCANA CORPORATION
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2001 SOUTH PUBLIC SERVICE
SCANA CAROLINA COMPANY OF
CORPORATION ELECTRIC & GAS NORTH CAROLINA,
UNCONSOLIDATED COMPANY INCORPORATED
(Millions of dollars)
Cash Flows From Operating Activities:
Net income $539 $222 $15
Adjustments to reconcile net income to net cash provided
from
operating activities:
Depreciation and amortization - 165 50
Amortization of nuclear fuel - 16 -
Gain on sale of assets and investments (570) (4) 3
Impairment of investments 15 - -
Hedging activities - - -
Allowance for funds used during construction - (22) -
Over (under) collection, fuel adjustment clause - (3) 23
Changes in certain assets and liabilities:
(Increase) decrease in receivables (6) 71 54
(Increase) decrease in pension asset - (43) -
(Increase) decrease in other regulatory assets - 1 1
(Increase) decrease inventories - (13) (15)
Increase (decrease) in deferred income taxes, net (68) 27 3
Increase (decrease) in postretirement benefits - 9 -
Increase (decrease) in other regulatory liabilities - 22 -
Increase (decrease) in accounts payable - 16 (68)
Increase (decrease) in taxes accrued - 29 -
Other, net (5) (32) 14
-------------------------------------------------------------- ----------- ------------------ ---------------------
Net Cash Provided From Operating Activities (95) 461 80
-------------------------------------------------------------- ----------- ------------------ ---------------------
Cash Flows From Investing Activities:
Utility property additions and construction expenditures,
net of
AFC - (427) (75)
Purchase of nonutility property - (2) -
Proceeds from sale of assets - 3 1
(Increase) decrease in investments 82 (7) -
(Increase) decrease in affiliate receivables (168) 33 3
Dividend payments - common stock of subsidiaries 187 (157) (18)
-------------------------------------------------------------- ----------- ------------------ ---------------------
Net Cash Used For Investing Activities 101 (557) (89)
-------------------------------------------------------------- ----------- ------------------ ---------------------
Cash Flows From Financing Activities:
Proceeds:
Issuance of First Mortgage Bonds - 149 -
Issuance of bank notes and loans 500 - 148
Swap settlement 6 - -
Repayment and repurchases:
Bank notes and loans (300) (5) (4)
Dividend payments:
Common Stock (123) - -
Preferred stock - (7) -
Short-term borrowings, net (85) (23) (125)
-------------------------------------------------------------- ----------- ------------------ ---------------------
Net Cash Provided From (Used For) Financing Activities (2) 114 19
-------------------------------------------------------------- ----------- ------------------ ---------------------
Net Increase (Decrease) in Cash and Temporary Cash
Investments 4 18 10
Cash and Temporary Cash Investments, January 1 54 60 8
-------------------------------------------------------------- ----------- ------------------ ---------------------
Cash and Temporary Cash Investments, December 31 $58 $78 $18
============================================================== =========== ================== =====================
SCANA CORPORATION
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2001 ALL OTHERS SCANA
SCANA SERVICES, AND CORPORATION
INC. ELIMINATIONS CONSOLIDATED
(Millions of dollars)
Cash Flows From Operating Activities:
Net income $- $(237) $539
Adjustments to reconcile net income to net cash provided
from
operating activities:
Depreciation and amortization 2 19 236
Amortization of nuclear fuel - - 16
Gain on sale of assets and investments - 13 (558)
Impairment of investments - 47 62
Hedging activities - (65) (65)
Allowance for funds used during construction - (4) (26)
Over (under) collection, fuel adjustment clause - - 20
Changes in certain assets and liabilities:
(Increase) decrease in receivables (11) 154 262
(Increase) decrease in pension asset - - (43)
(Increase) decrease in other regulatory assets - (5) (3)
(Increase) decrease inventories - (25) (53)
Increase (decrease) in deferred income taxes, net 2 225 189
Increase (decrease) in postretirement benefits - - 9
Increase (decrease) in other regulatory liabilities - - 22
Increase (decrease) in accounts payable 10 (77) (119)
Increase (decrease) in taxes accrued - (1) 28
Other, net 3 - (20)
------------------------------------------------------------- ------------- ---------------- ------------------
Net Cash Provided From Operating Activities 6 44 496
------------------------------------------------------------- ------------- ---------------- ------------------
Cash Flows From Investing Activities:
Utility property additions and construction expenditures,
net of
AFC - (21) (523)
Purchase of nonutility property (7) (16) (25)
Proceeds from sale of assets - 24 28
(Increase) decrease in investments - (121) (46)
(Increase) decrease in affiliate receivables - 132 -
Dividend payments - common stock of subsidiaries - (12) -
------------------------------------------------------------- ------------- ---------------- ------------------
Net Cash Used For Investing Activities (7) (14) (566)
------------------------------------------------------------- ------------- ---------------- ------------------
Cash Flows From Financing Activities:
Proceeds:
Issuance of First Mortgage Bonds - - 149
Issuance of bank notes and loans - - 648
Swap settlement - - 6
Repayment and repurchases: - - -
Bank notes and loans (1) (7) (317)
Dividend payments:
Common Stock - - (123)
Preferred stock - - (7)
Short-term borrowings, net - - (233)
------------------------------------------------------------- ------------- ---------------- ------------------
Net Cash Provided From (Used For) Financing Activities (1) (7) 123
------------------------------------------------------------- ------------- ---------------- ------------------
Net Increase (Decrease) in Cash and Temporary Cash
Investments (2) 23 53
Cash and Temporary Cash Investments, January 1 9 28 159
------------------------------------------------------------- ------------- ---------------- ------------------
Cash and Temporary Cash Investments, December 31 $7 $51 $212
============================================================= ============= ================ ==================
SIGNATURE
Each undersigned system company has duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company Act of 1935. The
signature of each undersigned company shall be deemed to related only to matters
having reference to such company or its subsidiaries.
SCANA CORPORATION
s/Mark R. Cannon
By: Mark R. Cannon, Controller
------------------------------------------------
Date: April 29, 2002
------------------------------
EXHIBIT A
Annual Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2001 for SCANA
Corporation (filed March 27, 2002 as Form 10-K and incorporated by reference
herein).
Annual Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2001 for South
Carolina Electric & Gas Company (filed March 27, 2002 as Form 10-K and
incorporated by reference herein).
Annual Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2001 for Public
Service Company of North Carolina, Incorporated (filed March 27, 2002 as Form
10-K and incorporated by reference herein)
EXHIBIT B
B-1 Restated Articles of Incorporation of SCANA as adopted on April 26,
1989 (Filed as Exhibit 3-A to Registration Statement No. 33-49145
and incorporated by reference herein)
B-2 Articles of Amendment of SCANA, dated April 27, 1995 (Filed as
Exhibit 4-B to Registration
Statement No. 33-62421 and incorporated by reference herein)
B-3 By-Laws of SCANA as revised and amended on December 13, 2000 (Filed
as Exhibit 3.22 to Form 10-K for the year ended December 31, 2000
and incorporated by reference herein)
B-4 Restated Articles of Incorporation of SCE&G, as adopted on December
15, 1993 (Filed as Exhibit 3.01 to Registration Statement No.
333-86387 and incorporated by reference herein)
B-5 Articles of Amendment of SCE&G, dated June 7, 1994 and filed June 9,
1994 (Filed as Exhibit 3.02 to Registration Statement No. 333-86387
and incorporated by reference herein)
B-6 Articles of Amendment of SCE&G, dated November 9, 1994 (Filed as
Exhibit 3.03 to Registration
Statement No. 333-86387 and incorporated by reference herein)
B-7 Articles of Amendment of SCE&G, dated December 9, 1994 (Filed as
Exhibit 3.04 to Registration
Statement No. 333-86387 and incorporated by reference herein)
B-8 Articles of Correction of SCE&G, dated January 17, 1995 (Filed as
Exhibit 3.05 to Registration
Statement No. 333-86387 and incorporated by reference herein)
B-9 Articles of Amendment of SCE&G, dated January 13, 1995 (Filed as
Exhibit 3.06 to Registration
Statement No. 333-86387 and incorporated by reference herein)
B-10 Articles of Amendment of SCE&G, dated March 30, 1995 (Filed as
Exhibit 3.07 to Registration
Statement No. 333-86387 and incorporated by reference herein)
B-11 Articles of Correction of SCE&G - Amendment to Statement filed March
30, 1995, dated December 13, 1995 (Filed as Exhibit 3.08 to
Registration Statement No. 333-86387 and incorporated by reference
herein)
B-12 Articles of Amendment of SCE&G, dated December 13, 1995 (Filed as
Exhibit 3.09 to Registration
Statement No. 333-86387 and incorporated by reference herein)
B-13 Articles of Amendment of SCE&G, dated February 18, 1997 (Filed as
Exhibit 3-L to Registration
Statement No. 333-24919 and incorporated by reference herein)
B-14 Articles of Amendment of SCE&G, dated February 21, 1997 (Filed as
Exhibit 3.11 to Registration
Statement No. 333-86387 and incorporated by reference herein)
B-15 Articles of Amendment of SCE&G, dated April 22, 1997 (Filed as
Exhibit 3.12 to Registration Statement
No. 333-86387 and incorporated by reference herein)
B-16 Articles of Amendment of SCE&G, dated April 9, 1998 (Filed as
Exhibit 3.13 to Registration Statement
No. 333-86387 and incorporated by reference herein)
B-17 Articles of Amendment of SCE&G, dated May 19, 1999 (Filed as Exhibit
3.01 to Registration Statement
No. 333-49960 and incorporated by reference herein)
B-18 Articles of Amendment of SCE&G, dated August 13, 1999 (Filed as
Exhibit 3.02 to Registration Statement
No. 333-49960 and incorporated by reference herein)
B-19 Articles of Amendment of SCE&G, dated March 1, 2000 (Filed as
Exhibit 3.03 to Registration Statement
No. 333-49960 and incorporated by reference herein)
B-20 By-Laws of SCE&G as amended and adopted on February 22, 2001 (Filed
as Exhibit 3.23 to Form 10-K for the year ended December 31, 2000
and incorporated by reference herein)
B-21 Articles of Incorporation of PSNC (formerly New Sub II, Inc.) dated
February 12, 1999 (Filed as Exhibit 3.01 to Registration Statement
No. 333-45206 and incorporated by reference herein)
B-22 Articles of Amendment of PSNC (formerly New Sub II, Inc.) as adopted
on February 10, 2000 (Filed as Exhibit 3.02 to Registration
Statement No. 333-45206 and incorporated by reference herein)
B-23 Articles of Correction of PSNC dated February 11, 2000 (Filed as
Exhibit 3.03 to Registration
Statement No. 333-45206 and incorporated by reference herein)
B-24 By-Laws of PSNC as revised and amended on February 22, 2001 (Filed
as Exhibit 3.24 to Form 10-K for the year ended December 31, 2000
and incorporated by reference herein)
B-25 By-Laws of GENCO as amended and restated on February 22, 2001 (Filed
as Exhibit B-25 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-26 By-Laws of SCFC as amended and restated on February 22, 2001 (Filed
as Exhibit B-26 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-27 By-Laws of SCPC as amended and restated on February 22, 2001 (Filed
as Exhibit B-27 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-28 By-Laws of SEMI as amended and restated on February 22, 2001 (Filed
as Exhibit B-28 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-29 By-Laws of SCANA Services, Inc. as amended and restated on February
22, 2001 (Filed as Exhibit B-29 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-30 By-Laws of SCI as amended and restated on February 22, 2001 (Filed
as Exhibit B-30 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-31 By-Laws of PSI as amended and restated on February 22, 2001 (Filed
as Exhibit B-31 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-32 Articles of Incorporation of Palmark, Inc., as adopted on March 10,
1995 (Filed herewith)
B-33 By-Laws of Palmark, Inc., as amended and restated on February 22,
2001 (Filed as Exhibit B-32 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-34 By-Laws of SR as amended and restated on February 22, 2001 (Filed as
Exhibit B-33 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-35 By-Laws of ServiceCare, Inc. as amended and restated on February 22,
2001 (Filed as Exhibit B-34 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-36 By-Laws of SDC as amended and restated on February 22, 2001 (Filed
as Exhibit B-35 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-37 Articles of Incorporation of SDC (formerly Energy Subsidiary, Inc.)
dated November 15, 1968 (Filed under cover of Form SE as Exhibit
B-36 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-38 Articles of Amendment of SDC, dated December 10, 1984 (Filed under
cover of Form SE as Exhibit B-37 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-39 Articles of Amendment of SDC, dated August 26, 1993 (Filed under
cover of Form SE as Exhibit B-38 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-40 Articles of Incorporation of ServiceCare, Inc., dated September 20,
1994 (Filed under cover of Form SE as Exhibit B-39 to Form U5S for
the year ended December 31, 2000 and incorporated by reference
herein)
B-41 Articles of Incorporation of SEMI (formerly Carotane, Inc.), dated
August 22, 1977 (Filed under cover of Form SE as Exhibit B-40 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-42 Articles of Incorporation of SEMI, dated June 30, 1987 (Filed under
cover of Form SE as Exhibit B-41 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-43 Articles of Amendment of SEMI, dated September 19, 1988 (Filed under
cover of Form SE as Exhibit B-42 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-44 Articles of Merger of SEMI, dated March 1, 1988 (Filed under cover
of Form SE as Exhibit B-43 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-45 Articles of Merger of SEMI, dated December 22, 1989 (Filed under
cover of Form SE as Exhibit B-44 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-46 Articles of Amendment of SEMI, dated December 13, 1995 (Filed under
cover of Form SE as Exhibit B-45 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-47 Articles of Incorporation of SCANA Services, Inc. (formerly SCANA
Service Company), dated December 14, 1999 (Filed under cover of Form
SE as Exhibit B-46 to Form U5S for the year ended December 31, 2000
and incorporated by reference herein)
B-48 Articles of Amendment of SCANA Services, Inc., dated February 23,
2000 (Filed under cover of Form SE as Exhibit B-47 to Form U5S for
the year ended December 31, 2000 and incorporated by reference
herein)
B-49 Articles of Incorporation of GENCO, dated October 1, 1984 (Filed
under cover of Form SE as Exhibit B-48 to Form U5S for the year
ended December 31, 2000 and incorporated by reference herein)
B-50 Articles of Incorporation of SCI (formerly MPX Systems, Inc.), dated
October 1, 1984 (Filed under cover of Form SE as Exhibit B-49 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein )
B-51 Articles of Amendment of SCI, dated May 1, 1996 (Filed under cover
of Form SE as Exhibit B-50 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-52 Articles of Incorporation of PSI, dated August 25, 1986 (Filed under
cover of Form SE as Exhibit B-51 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-53 Restated Articles of Incorporation of PSI, dated February 5, 1990
(Filed under cover of Form SE as Exhibit B-52 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-54 Articles of Incorporation of SCPC (formerly CPC, Inc.), dated
September 9, 1977 (Filed under cover of Form SE as Exhibit B-53 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-55 Articles of Amendment of SCPC, dated November 9, 1977 (Filed under
cover of Form SE as Exhibit B-54 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-56 Articles of Amendment of SCPC, dated May 27, 1982 (Filed under cover
of Form SE as Exhibit B-55 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-57 Articles of Amendment of SCPC, dated December 10, 1984 (Filed under
cover of Form SE as Exhibit B-56 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-58 Articles of Merger of SCPC, dated March 1, 1988 (Filed under cover
of Form SE as Exhibit B-57 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-59 Articles of Merger of SCPC, dated December 17, 1997 (Filed under
cover of Form SE as Exhibit B-58 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-60 Articles of Incorporation of SCFC, dated August 18, 1987 (Filed
under cover of Form SE as Exhibit B-59 to Form U5S for the year
ended December 31, 2000 and incorporated by reference herein)
B-61 Articles of Incorporation of SR (formerly SCANA Capital Resources,
Inc.), dated September 8, 1987 (Filed under cover of Form SE as
Exhibit B-60 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-62 Articles of Amendment of SR, dated June 23, 1995 (Filed under cover
of Form SE as Exhibit B-61 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-63 Articles of Incorporation of PSNC Cardinal Pipeline Company, dated
December 1, 1995 (Filed under cover of Form SE as Exhibit B-62 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-64 By-Laws of PSNC Cardinal Pipeline Company as of December 1, 1995
(Filed under cover of Form SE as Exhibit B-63 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-65 Articles of Amendment of Clean Energy Enterprises, Inc. (formerly
Tar Heel Energy Corporation), dated January 14, 1991 (Filed under
cover of Form SE as Exhibit B-64 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-66 Articles of Amendment of Clean Energy Enterprises, Inc., dated
December 30, 1994 (Filed under cover of Form SE as Exhibit B-65 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-67 By-Laws of Clean Energy Enterprises, Inc. (formerly Tar Heel Energy
Corporation) as amended and restated as of February 1, 1991 (Filed
under cover of Form SE as Exhibit B-66 to Form U5S for the year
ended December 31, 2000 and incorporated by reference herein)
B-68 Articles of Incorporation of PSNC Blue Ridge Corporation, dated
August 31, 1992 (Filed under cover of Form SE as Exhibit B-67 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-69 By-Laws of PSNC Blue Ridge Corporation as of September 2, 1992
(Filed under cover of Form SE as Exhibit B-68 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-70 Articles of Amendment of SCE&G, dated May 10, 2000 (Filed as Exhibit
3.19 to Form 10-K/A for the year ended December 31, 2000 and
incorporated by reference herein)
B-71 Articles of Amendment of SCE&G, dated June 12, 2000 (Filed as
Exhibit 3.20 to Form 10-K/A for the year ended December 31, 2000 and
incorporated by reference herein)
B-72 Articles of Amendment of SCE&G, dated August 2, 2000 (Filed as
Exhibit 3.21 to Form 10-K/A for the year ended December 31, 2000 and
incorporated by reference herein)
B-73 Articles of Amendment of SCE&G, dated March 9, 2001 (Filed as
Exhibit 3.22 to Form 10-K/A for the year ended December 31, 2000 and
incorporated by reference herein)
B-74 Agreement of Limited Partnership of South Carolina Coaltech No.1 LP,
dated April 7, 2000 (Filed as Exhibit B-73 to Form U5S for the year
ended December 31, 2000 and incorporated by reference herein)
B-75 Articles of Incorporation of PSNC Production Corporation, dated
January 28, 1981 (Filed under cover of Form SE as Exhibit B-74 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-76 Articles of Amendment of PSNC Production Corporation, dated January
14, 1991 (Filed under cover of Form SE as Exhibit B-75 to Form U5S
for the year ended December 31, 2000 and incorporated by reference
herein)
B-77 By-laws of PSNC Production Corporation, dated January 28, 1981
(Filed under cover of Form SE as Exhibit B-76 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-78 Articles of Organization of Pine Needle LNG Company, LLC, dated July
28, 1995 (Filed under cover of Form SE as Exhibit B-77 to Form U5S
for the year ended December 31, 2000 and incorporated by reference
herein)
B-79 Articles of Organization of Cardinal Pipeline Company LLC (formerly
Cardinal Extension Company, LLC) , dated December 6, 1995 (Filed
under cover of Form SE as Exhibit B-78 to Form U5S for the year
ended December 31, 2000 and incorporated by reference herein)
B-80 Operating Agreement of FRC, LLC dated August 25, 1999 (Filed under
cover of Form SE as Exhibit B-79 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-81 Operating Agreement of SCANA Energy Trading, LLC, dated June 1, 1998
(Filed under cover of Form SE as Exhibit B-80 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-82 Limited Liability Company Agreement of Palmetto Lime, LLC, dated
August 26, 1996 (Filed under cover of Form SE as Exhibit B-81 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-83 By-laws of Solo Energy Corporation as adopted on January 7, 1997
(Filed under cover of Form SE)
B-84 Articles of Organization of FRC, LLC, filed August 30, 1999 (Filed
under cover of Form SE)
B-85 Articles of Incorporation of SCG Pipeline, Inc., dated April 10,
2001 (Filed under cover of Form SE)
B-86 Amended and Restated Certificate of Incorporation of SOLO Energy
Corporation, dated February 20, 2001 (Filed under cover of Form SE)
B-87 Certificate of Formation of Cogen South LLC, dated February 6, 1996
(Filed under cover of Form SE as Exhibit B-87 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-88 Limited Liability Agreement of Cogen South LLC, dated June 1, 1996
(Filed under cover of Form SE as Exhibit B-88 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
The Articles of Incorporation or other fundamental document of organization
and/or the By-laws or rules and regulations corresponding thereto of the
following companies are currently unavailable to SCANA Corporation as a
non-majority shareholder: Palmetto Lime, LLC; Pine Needle LNG Company, LLC and
Cardinal Pipeline Company, LLC.
EXHIBIT C
C-1 Indenture dated as of November 1, 1989 between SCANA Corporation and
The Bank of New York, as Trustee (Filed as Exhibit 4-A to
Registration No. 33-32107 and incorporated by reference herein)
C-2 Indenture dated as of January 1, 1945, between the South Carolina
Power Company and Central Hanover Bank and Trust Company, as
Trustee, as supplemented by three Supplemental Indentures dated
respectively as of May 1, 1946, May 1, 1947 and July 1, 1949 (Filed
as Exhibit 2-B to Registration Statement No. 2-26459 and
incorporated by reference herein)
C-3 Fourth Supplemental Indenture dated as of April 1, 1950, to
Indenture referred to in Exhibit C-2, pursuant to which SCE&G
assumed said Indenture (Exhibit 2-C to Registration Statement No.
2-26459 and incorporated by reference herein)
C-4 Fifth through Fifty-third Supplemental Indenture referred to in
Exhibit C-2 dated as of the dates indicated below and filed as
exhibits to the Registration Statements whose file numbers are set
forth below and are incorporated by reference herein
-----------
December 1, 1950 Exhibit 2-D to Registration No. 2-26459
July 1, 1951 Exhibit 2-E to Registration No. 2-26459
June 1, 1953 Exhibit 2-F to Registration No. 2-26459
June 1, 1955 Exhibit 2-G to Registration No. 2-26459
November 1, 1957 Exhibit 2-H to Registration No. 2-26459
September 1, 1958 Exhibit 2-I to Registration No. 2-26459
September 1, 1960 Exhibit 2-J to Registration No. 2-26459
June 1, 1961 Exhibit 2-K to Registration No. 2-26459
December 1, 1965 Exhibit 2-L to Registration No. 2-26459
June 1, 1966 Exhibit 2-M to Registration No. 2-26459
June 1, 1967 Exhibit 2-N to Registration No. 2-29693
September 1, 1968 Exhibit 4-O to Registration No. 2-31569
June 1, 1969 Exhibit 4-C to Registration No. 33-38580
December 1, 1969 Exhibit 4-O to Registration No. 2-35388
June 1, 1970 Exhibit 4-R to Registration No. 2-37363
March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324
January 1, 1972 Exhibit 2-B to Registration No. 33-38580
July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291
May 1, 1975 Exhibit 4-C to Registration No. 33-38580
July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662
May 1, 1977 Exhibit 4-C to Registration No. 33-38580
February 1, 1978 Exhibit 4-C to Registration No. 33-38580
June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653
April 1, 1979 Exhibit 4-C to Registration No. 33-38580
June 1, 1979 Exhibit 2-A-3 to Registration No. 33-38580
April 1, 1980 Exhibit 4-C to Registration No. 33-38580
June 1, 1980 Exhibit 4-C to Registration No. 33-38580
-----------
December 1, 1980 Exhibit 4-C to Registration No. 33-38580
April 1, 1981 Exhibit 4-D to Registration No. 33-49421
June 1, 1981 Exhibit 4-D to Registration No. 2-73321
March 1, 1982 Exhibit 4-D to Registration No. 33-49421
April 15, 1982 Exhibit 4-D to Registration No. 33-49421
May 1, 1982 Exhibit 4-D to Registration No. 33-49421
December 1, 1984 Exhibit 4-D to Registration No. 33-49421
December 1, 1985 Exhibit 4-D to Registration No. 33-49421
June 1, 1986 Exhibit 4-D to Registration No. 33-49421
February 1, 1987 Exhibit 4-D to Registration No. 33-49421
September 1, 1987 Exhibit 4-D to Registration No. 33-49421
January 1, 1989 Exhibit 4-D to Registration No. 33-49421
January 1, 1991 Exhibit 4-D to Registration No. 33-49421
February 1, 1991 Exhibit 4-D to Registration No. 33-49421
July 15, 1991 Exhibit 4-D to Registration No. 33-49421
August 15, 1991 Exhibit 4-D to Registration No. 33-49421
April 1, 1993 Exhibit 4-E to Registration No. 33-49421
July 1, 1993 Exhibit 4-D to Registration No. 33-57955
May 1, 1999 Exhibit 4.04 to Registration No. 333-86387
-----------
C-5 Indenture dated as of April 1, 1993 from South Carolina Electric &
Gas Company to NationsBank of Georgia, National Association (Filed
as Exhibit 4-F to Registration Statement No. 33-49421 and
incorporated by reference herein)
-----------
C-6 First Supplemental Indenture to Indenture referred to in Exhibit C-5
dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration
Statement No. 33-49421 and incorporated by reference herein)
-----------
C-7 Second Supplemental Indenture to Indenture referred to in Exhibit
C-5 dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration
Statement No. 33-57955 and incorporated by reference herein)
-----------
C-8 Trust Agreement for SCE&G Trust I (Filed as Exhibit 4.03 to
Registration Statement No. 333-49960
and incorporated by reference herein)
-----------
C-9 Certificate of Trust of SCE&G Trust I (Filed as Exhibit 4.04 to
Registration Statement No.
333-49960 and incorporated by reference herein)
-----------
C-10 Junior Subordinated Indenture for SCE&G Trust I (Filed as Exhibit
4.05 to Registration Statement
No. 333-49960 and incorporated by reference herein)
-----------
C-11 Guarantee Agreement for SCE&G Trust I (Filed as Exhibit 4.06 to
Registration Statement No.
333-49960 and incorporated by reference herein)
-----------
C-12 Amended and Restated Trust Agreement for SCE&G Trust I (Filed as
Exhibit 4.07 to Registration
Statement No. 333-49960 and incorporated by reference herein)
-----------
C-13 Debenture Purchase Agreement, dated as of December 5, 1989 between
PSNC and The Prudential Life Insurance Company of America, as
amended, with respect to $43 million of 10% Senior Debentures due
December 1, 2004 (Filed as Exhibit 4.05 to Registration Statement
No. 333-45206 and incorporated by reference herein)
-----------
C-14 Amendment to Debenture Purchase Agreement dated as of December 5,
1989 between PSNC and The Prudential Life Insurance Company of
America (Filed as Exhibit 4.06 to Registration Statement No.
333-45206 and incorporated by reference herein)
-----------
C-15 Debenture Purchase Agreement dated as of June 25, 1992 between PSNC
and American United Life Insurance Company, Modern Woodmen of
America, The Travelers Indemnity Company, The Travelers Insurance
Company and The Travelers Life and Annuity Company, with respect to
$32 million of 8.75% Senior Debentures due June 30, 2012 (Filed as
Exhibit 4.07 to Registration Statement No. 333-45206
and incorporated by reference herein)
-----------
C-16 Indenture dated as of January 1, 1996 between PSNC and First Union
National Bank of North Carolina, as Trustee (Filed as Exhibit 4.08
to Registration Statement No. 333-45206 and incorporated by
reference herein)
-----------
C-17 First Supplemental Indenture dated as of January 1, 1996, between
PSNC and First Union National Bank of North Carolina, as Trustee
(Filed as Exhibit 4.09 to Registration Statement No. 333-45206
and incorporated by reference herein)
-----------
C-18 Second Supplemental Indenture dated as of December 15, 1996 between
PSNC and First Union National Bank of North Carolina, as Trustee
(Filed as Exhibit 4.10 to Registration Statement No. 333-45206
and incorporated by reference herein)
-----------
C-19 Third Supplemental Indenture dated as of February 10, 2000 between
PSNC and First Union National Bank of North Carolina, as Trustee
(Filed as Exhibit 4.11 to Registration Statement No. 333-45206
and incorporated by reference herein)
C-20 Fourth Supplemental Indenture dated as of February 12, 2001 between
PSNC and First Union National Bank of North Carolina, as Trustee
(Filed as Exhibit 4.28 to Form 10-K for the year ended December 31,
2000 and incorporated by reference herein)
-----------
EXHIBIT D
INTERIM INCOME TAX ALLOCATION AGREEMENT
THIS AGREEMENT, made as of the 31st day of December, 1999, by and between
SCANA Corporation ("SCANA") and each of its wholly owned subsidiaries, namely
SCANA Service Company, South Carolina Electric & Gas Company, South Carolina
Pipeline Corporation, South Carolina Fuel Company, Inc., S.C. Generating
Company, Inc., SCANA Communications, Inc. and its wholly owned subsidiary SCANA
Communications Holdings, Inc. (Holdings being a Delaware corporation),
Primesouth, Inc. and its wholly owned subsidiary Palmark, Inc., SCANA
Development Corporation, SCANA Energy Marketing, Inc., SCANA Petroleum
Resources, Inc. and its wholly owned subsidiary SPR Gas Services, Inc., SCANA
Propane Gas, Inc. and its wholly owned subsidiaries USA Cylinder Exchange, Inc.
and SCANA Propane Supply, Inc., SCANA Propane Storage, Inc., ServiceCare, Inc.,
and SCANA Resources, Inc. and its wholly owned subsidiary Company 19A (formerly
Instel, Inc.), all of the forementioned corporations hereinafter referred to
individually as the "Company" and collectively referred to as the "Companies",
each Company being a South Carolina corporation, except SCANA Communications
Holdings, Inc. as above indicated, is effective for the Consolidated Tax
reflected on the Consolidated Tax Return for calendar year end 1999 and
subsequent years.
In the event that the merger between SCANA and Public Service Company of
North Carolina, Inc.("PSNC") is approved by all required governmental
authorities -- which is fully anticipated, the shareholders of both SCANA and
PSNC having on July 1st, 1999 approved of said merger -- PSNC will become a
wholly owned subsidiary of SCANA and will likewise participate in this Agreement
beginning with the first calendar year end Consolidate Tax Return for which it
is able. Subject to this condition precedent, PSNC, which although presently a
North Carolina corporation will at the conclusion of the merger be incorporated
instead in South Carolina, is also a signatory to this Agreement. PSNC shall
also be referred to as "Company" in accordance with the preceding paragraph.
WITNESSETH:
WHEREAS, the Companies file a consolidated federal income tax return and
the consolidated federal income tax liability has been allocated among the
Companies included in the consolidated return in accordance with the provisions
of subparagraph (a)(1) of Section 1552 of the Internal Revenue Code of 1986 and
other applicable requirements of Rule 45(c) under the Public Utility Holding
Company Act of 1935.
WHEREAS, Rule 45(c) sets forth the method by which Companies filing a
consolidated federal income tax return (hereinafter referred to as the
"consolidated tax return") may use to allocate the consolidated federal income
tax liability among the members of the group; however, in order to utilize such
method, a written agreement must be executed by the Company setting forth the
allocation method for each taxable year.
WHEREAS, the Companies desire to allocate their federal income tax
liability in accordance with the following procedures; NOW THEREFORE, the
Companies do agree as follows:
ARTICLE I
Definitions
1.1 "Consolidated Tax" is the aggregate tax liability for a tax year, being
the tax shown on the consolidated return and any adjustments thereto thereafter
determined. The consolidated tax will be the refund if the consolidated return
shows a negative tax. 1.2 "Corporate Tax Credit" is a negative separate return
tax of a Company for a tax year, equal to the amount by which the consolidated
tax is reduced by including a net corporate taxable loss or other net tax
benefit of such Company in the consolidated tax return.
1.3 "Corporate Taxable Income" is the income or loss of a Company for a tax
year, computed as though such Company had filed a separate return on the same
basis as used in the consolidated return, except that dividend income from the
Companies shall be disregarded, and other intercompany transactions eliminated
in the consolidated return shall be given appropriate effect. It shall further
be adjusted to allow for applicable rights accrued to a Company for the
recognition of negative corporate taxable income consistent with the provisions
of Article II herein, but carryovers and carrybacks shall not be taken into
account as loss Companies are to receive current payment of their Corporate Tax
Credits. If a Company is a member of the registered system's consolidated tax
group for only part of a tax year, that period will be deemed to be its tax year
for all purposes for that year under this Agreement. 1.4 "Separate Return Tax"
is the tax on the Corporate Taxable Income of a Company computed as though such
Company was not a member of a consolidated group.
ARTICLE II
Tax Allocation Procedures
2.1 The Consolidated Tax shall be apportioned among the Companies in
proportion to the Corporate Taxable Income of each member of the affiliated
group. Each Company which incurs a tax loss for the year shall be included in
the allocation of Consolidated Tax and shall receive a Corporate Tax Credit, the
amount of which shall be currently paid to the Company by SCANA increased by any
amounts previously assessed by SCANA and remitted by the Company to SCANA for
estimated tax payment purposes attributable to the subject taxable year.
Companies with a positive allocation of the Consolidated Tax shall currently pay
the amount so allocated, decreased by any amounts previously assessed by SCANA
and remitted by the Company to SCANA for estimated tax payment purposes
attributable to the subject taxable year.
Special Rule Regarding SCANA: In making the tax allocations provided for in
this Agreement, notwithstanding any of the foregoing, no corporate tax benefits
shall be allocated to SCANA. Although the separate corporate taxable income or
taxable loss of SCANA and any tax credits attributable to SCANA will be included
in the consolidated return, only the tax savings attributable to such items
shall be allocated to the other Companies as if SCANA was not a member of the
Companies in the consolidated return group. In making this allocation, the tax
savings of SCANA shall be allocated only to the other member Companies in the
consolidated return group having taxable income. SCANA will remit, from its
separate resources, funds for the payment of tax liabilities owed by SCANA. 2.2
SCANA shall pay to the Internal Revenue Service the group's Consolidated Tax
liability from the net of the receipts and payments. 2.3 No Company shall be
allocated any income tax greater than the Separate Return Tax of such Company
2.4 To the extent that the Consolidated and Corporate Taxable Incomes include
material items taxed at rates other than the statutory rate (such as capital
gains and preference items), the portion of the Consolidated Tax attributable to
these items shall be apportioned directly to the members of the group giving
rise to such items.
2.5 Should the Companies generate a net consolidated tax loss for a tax
year that is too large to be used in full for that year, with result that there
are uncompensated Corporate Tax Credit benefits for that year, the carryover of
uncompensated benefits related to the carryforward of tax losses applied to
reduce Consolidated Taxable Income in future tax years shall be apportioned in
accordance with the respective Companies' contributions to such loss. The tax
benefits of any resultant carryback shall be allocated proportionally to the
Companies that generated corporate tax losses in the year the consolidated net
operating tax loss was generated. Any related loss of credits, including
investment tax credit reversals, shall be allocated to the member Company that
utilized the credits in the prior year in the same proportion that the credit
lost is to the total credit utilized in the prior year. Investment tax credit
reversals allocated to a member Company will be added to that Company's
available corporate investment tax credit for future allocations. A prior year
consolidated net operating tax loss carryforward applied to reduce current year
Consolidated Taxable Income shall be allocated proportionally to member
Companies that generated a corporate tax loss in the year the consolidated net
operating loss was generated. 2.6 Adjustments to or revisions of the
Consolidated Tax as a result of subsequent events such as amended returns,
revenue agents' reports, litigation or negotiated settlements shall be allocated
in accordance with the principles established in this Agreement.
ARTICLE III
Amendment
This Agreement is subject to revision as a result of changes in income tax
law and changes in relevant facts and circumstances.
IN WITNESS WHEREOF, this Agreement has been executed by an officer of each
company as of the day and year first above written by the Companies.
ATTEST: SCANA Corporation
-------------------------- -----------------------------
L. M. Williams, Secretary . B. Timmerman
President and C.E.O
ATTEST: SCANA Service Company
-------------------------- ------------------------------
L. M. Williams, Secretary W. B. Timmerman, C.E.O and C.O.O.
ATTEST: outh Carolina Electric & Gas Company
-------------------------- -------------------------------
L. M. Williams, Secretary ohn L. Skolds, President
ATTEST: South Carolina Pipeline Corporation
-------------------------- -------------------------------
L. M. Williams, Secretary sbury H. Gibbes, President
ATTEST: outh Carolina Fuel Company, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary ohn L. Skolds, President
ATTEST: outh Carolina Generating Company, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary ohn L. Skolds, President
ATTEST: SCANA Communications, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary eorge J. Bullwinkel, Jr., President
ATTEST: CANA Communications Holdings, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary evin B. Marsh, C.F.O.
ATTEST: rimesouth, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary ohn L. Skolds, President
ATTEST: Palmark, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary ohn L. Skolds, President
ATTEST: CANA Development Corporation
-------------------------- ------------------------------
L. M. Williams, Secretary sbury H. Gibbes, President
ATTEST: SCANA Energy Marketing, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary sbury H. Gibbes, President
ATTEST: CANA Petroleum Resources, Inc.
-------------------------- ----------------------------
L. M. Williams, Secretary sbury H. Gibbes, President
ATTEST: PR Gas Services, Inc.
-------------------------- ----------------------------
L. M. Williams, Secretary sbury H. Gibbes, President
ATTEST: CANA Propane Gas, Inc.
-------------------------- -----------------------------
L. M. Williams, Secretary evin B. Marsh, C.F.O.
ATTEST: USA Cylinder Exchange, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: SCANA Propane Supply, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: SCANA Propane Storage, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: ServiceCare, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary Ann M. Milligan, President
ATTEST: SCANA Resources, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: Company 19A
-------------------------- -------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: Public Service Company of North Carolina,
Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary C. E. Zeigler, Jr., President
EXHIBIT E
None
EXHIBIT F
SCANA CORPORATION
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this SCANA Corporation Annual
Report on Form U5S to the Securities and Exchange Commission, filed pursuant to
the Public Utility Holding Company Act of 1935, for the year ended December 31,
2001, of our report dated February 8, 2002 (March 1, 2002 as to Note 16),
included in the Annual Report on Form 10-K of SCANA Corporation and its
subsidiaries for the year ended December 31, 2001.
DELOITTE & TOUCHE LLP
Columbia, South Carolina
April 29, 2002
SOUTH CAROLINA ELECTRIC & GAS COMPANY
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this SCANA Corporation Annual
Report on Form U5S to the Securities and Exchange Commission, filed pursuant to
the Public Utility Holding Company Act of 1935, for the year ended December 31,
2001, of our report dated February 8, 2002, included in the Annual Report on
Form 10-K of South Carolina Electric & Gas Company and its subsidiaries for the
year ended December 31, 2001.
DELOITTE & TOUCHE LLP
Columbia, South Carolina
April 29, 2002
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this SCANA Corporation Annual
Report on Form U5S to the Securities and Exchange Commission, filed pursuant to
the Public Utility Holding Company Act of 1935, for the year ended December 31,
2001, of our report dated February 8, 2002, included in the Annual Report on
Form 10-K of Public Service Company of North Carolina, Incorporated and its
subsidiaries for the year ended December 31, 2001.
DELOITTE & TOUCHE LLP
Columbia, South Carolina
April 29, 2002
EXHIBIT G
None
EXHIBIT H
None